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Agenda Packet City Council - 12/19/2017
City of Corpus Christi 1201 Leopard Street Corpus Christi,TX 78401 cctexas.com Meeting Agenda - Final 'kr2f City Council Tuesday, December 19, 2017 11:30 AM Council Chambers Public Notice - -THE USE OF CELLULAR PHONES AND SOUND ACTIVATED PAGERS ARE PROHIBITED IN THE CITY COUNCIL CHAMBERS DURING MEETINGS OF THE CITY COUNCIL. MEMBERS OF THE AUDIENCE WILL BE PROVIDED AN OPPORTUNITY TO ADDRESS THE COUNCIL AT APPROXIMATELY 12:00 P.M. CITIZEN COMMENTS WILL BE LIMITED TO THREE MINUTES. Please speak into the microphone located at the podium and state your name and address. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Any electronic media (e.g. CD, DVD, flash drive) that the Public would like to use while they speak to the City Council MUST be submitted a minimum of 24 hours prior to the meeting. Please contact the Public Communications department at 361-826-3211 to coordinate. Si Usted desea dirigirse al Concilio y cree que su ingl6s es limitado, habr6 un int6rprete ingl6s-espanol en todas las juntas del Concilio para ayudarle. Persons with disabilities who plan to attend this meeting and who may need auxiliary aids or services are requested to contact the City Secretary's office(at 361-826-3105) at least 48 hours in advance so that appropriate arrangements can be made. A. Mayor Joe McComb to call the meeting to order. B. Invocation to be given by Pastor Jerry Ward, Lighthouse Tabernacle. C. Pledge of Allegiance to the Flag of the United States to be led by Kelly Isaacks, Police Commander. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. E. Proclamations /Commendations 1. 17-1556 Swearing-In Ceremony for Newly Appointed Board, Commission, Committee and Corporation Members. F. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: a. OTHER G. MINUTES: City of Corpus Christi Page 1 Printed on 1211812017 City Council Meeting Agenda-Final December 19, 2017 2. 17-1555 Regular Meeting of December 12, 2017. Attachments: Minutes- December 12, 2017.pdf H. BOARD &COMMITTEE APPOINTMENTS: 3. 17-1554 Arts and Cultural Commission Watershore and Beach Advisory Committee Attachments: Arts and Cultural Commission Watershore and Beach Advisory Committee I. EXPLANATION OF COUNCIL ACTION: For administrative convenience, certain of the agenda items are listed as motions, resolutions, or ordinances. If deemed appropriate, the City Council will use a different method of adoption from the one listed,may finally pass an ordinance by adopting it as an emergency measure rather than a two reading ordinance,or may modify the action specified. A motion to reconsider may be made at this meeting of a vote at the last regular, or a subsequent special meeting,such agendas are incorporated herein for reconsideration and action on any reconsidered item. J. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. A recording is made of the meeting; therefore, please speak into the microphone located at the podium and state your name and address. If you choose to speak during this public comment period regarding an item on the agenda, you may do so. You will not be allowed to speak again, however, when the Council is considering the item. Citizen comments are limited to three minutes. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Any electronic media (e.g. CD, DVD, flash drive) that the Public would like to use while they speak MUST be submitted a minimum of 24 hours prior to the Meeting. Please contact the Public Communications department at 361-826-3211 to coordinate. City of Corpus Christi Page 2 Printed on 1211812017 City Council Meeting Agenda-Final December 19, 2017 PLEASE BE ADVISED THAT THE OPEN MEETINGS ACT PROHIBITS THE CITY COUNCIL FROM RESPONDING AND DISCUSSING YOUR COMMENTS AT LENGTH. THE LAW ONLY AUTHORIZES THEM TO DO THE FOLLOWING: 1. MAKE A STATEMENT OF FACTUAL INFORMATION. 2. RECITE AN EXISTING POLICY IN RESPONSE TO THE INQUIRY. 3. ADVISE THE CITIZEN THAT THIS SUBJECT WILL BE PLACED ON AN AGENDA ATA LATER DATE. PER CITY COUNCIL POLICY, NO COUNCIL MEMBER, STAFF PERSON, OR MEMBERS OF THE AUDIENCE SHALL BERATE, EMBARRASS, ACCUSE, OR SHOW ANY PERSONAL DISRESPECT FOR ANY MEMBER OF THE STAFF, COUNCIL MEMBERS, OR THE PUBLIC AT ANY COUNCIL MEETING. THIS POLICY IS NOT MEANT TO RESTRAIN A CITIZEN'S FIRST AMENDMENT RIGHTS. K. CONSENT AGENDA: (ITEMS 4-20) NOTICE TO THE PUBLIC: The following items are consent motions, resolutions, and ordinances of a routine or administrative nature. The Council has been furnished with background and support material on each item, and/or it has been discussed at a previous meeting. All items will be acted upon by one vote without being discussed separately unless requested by a Council Member or a citizen, in which event the item or items will immediately be withdrawn for individual consideration in its normal sequence after the items not requiring separate discussion have been acted upon. The remaining items will be adopted by one vote. 4. 17-1465 Resolution reaffirming the City of Corpus Christi's Investment Policy and Investment Strategies for fiscal year 2017-2018. Attachments: Agenda Memo-Investment Policy Resolution Reaffirming Investment Policy 2017 vFinal 20171201 Investment Policy 11.30.17 5. 17-1487 Software hosting and support Service Agreement for the City Performance Report in the amount of$39,600.00 with option to extend for four additional years for a potential multi-year not-to-exceed amount of$212,000.00 Motion to reinstate and extend Service Agreement No.946 with Brio Consulting, LLC, and authorize the City Manager or designee to execute Amendment No. 2 for one year of software hosting and support services for $39,600.00 with options to extend for up to four additional one-year- periods and subject to a possible annual increase not-to-exceed the U.S. rate of inflation, with a total potential multi-year amount not-to-exceed approximately $212,000.00. Attachments: Agenda Memo- Brio CPR Amendment No. 2- Brio Consulting Amendment No2 vFinalX 20171115 apprvd Amendment No. 1 (Jan.2017)-SA946 City Performance Reporting System City of Corpus Christi Page 3 Printed on 1211812017 City Council Meeting Agenda-Final December 19, 2017 Service Agreement(2016)-ORIGINAL Fully Executed City Performance Repo Form 1295 Presentation-CPR Overview 6. 17-1293 Resolution Approving Street Preventative Maintenance Program 2018 SPMP Work Plan (Year- 5) (Council Priority -Streets) Resolution approving the concepts, direction, and general work plan for the fifth year of the Street Preventative Maintenance Program (SPMP) - "2018 SPMP Work Plan (Year- 5)." Attachments: Agenda memo-SPMP 2018.docx Resolution-SPMP Work Plan-Year 5 2018 REV.docx EXHIBIT A-2018 SPMP Work Plan-Alphabetical Street Listinq.pdf 2018 SPMP Work Plan- By District.pdf City Seal Coat Work Plan-20ILLI 38-SPMP Update and 2018 Work Plan-2017 12 12 REV.pptx Location Map.pdf 7. 17-1459 Professional Services Contract for Street Preventative Maintenance Program (SPMP) 2018 (Council Priority- Streets) Motion authorizing the City Manager, or designee, to execute a professional services contract with LNV, Inc. of Corpus Christi, Texas in the amount of$698,457 for continued implementation of the 2018 Citywide Street Preventative Maintenance Program (SPMP). Attachments: Agenda Memo-AE Contract Amendment(Rev) Project Budget-SPMP FY 2018 LNV Contract Amendment Presentation Contract-SPMP FY 2018 8. 17-1516 Authorizing payment for existing insurance coverage package with TML Intergovernmental Risk Pool up to $398,589 annually, and authorizing future coverage renewals after competitive quotes Motion authorizing the annual payment for an existing insurance coverage package with the TML Intergovernmental Risk Pool (TML Risk Pool)for the following insurance-type coverages for which the private markets have not provided a cost-effective alternative to the TML Risk Pool (Excess Aviation, Airport Liability, TB Clinic Automobile Liability, TB Clinic General Premises Liability, Animal Mortality for Police Dogs, Auto Physical Damage for High Value Vehicles, Auto Catastrophe, Crime Public Employee Dishonesty, Crime Forgery, Crime Theft, Crime Computer Fraud, Gas Utilities, and High Value Mobile Equipment) in a total amount not to exceed $398,589,authorizing the City Manager or designee to City of Corpus Christi Page 4 Printed on 1211812017 City Council Meeting Agenda-Final December 19, 2017 execute the latest form TML Risk Pool agreements, authorizing the addition of FEMA-mandated coverages available from TML that are a condition of federal disaster reimbursement, and authorizing payments in future years to the extent they are (1) budgeted and (2)for which City staff and/or the City's broker of record have obtained competing quotes for the aforesaid coverages from the private market and determined that privately-obtained coverages are not cost-competitive to the TML Risk Pool quote for that year. Attachments: Agenda Memo for annual renewal of TML Intergovernmental Risk Pool and atta Agreement-TML Risk Pool 9. 17-1517 Broker Services for Insurance Coverages including Excess Workers Compensation and Excess Liability Motion authorizing the City Manager to execute an amendment to the Broker of Record Services Agreement with Carlisle Insurance Agency in an added amount of$60,000 per year providing for added broker services for insurance coverages including Excess Workers Compensation and Excess Liability and providing for the obtaining of competitive quotes for any insurance line of coverage placed through the TML Intergovernmental Risk Pool and providing for renewal of said services agreement for the two years that will be remaining on the services agreement issued pursuant to Request for Proposal Event No. 71 in 2015. Attachments: Agenda Memo for Amending Broker of Record Contract w-Carlisle Current Broker of Record Service Agreement Signed Contract Amendment-Carlisle 1295 Form Carlisle 10. 17-1272 Resolution to adopt the Downtown Parking Action Plan Resolution of the City Council of the City of Corpus Christi, Texas adopting and approving the Downtown Parking Action Plan for the City's TIRZ#3 Area. Attachments: Agenda Memo- Downtown Parking Action Plan Resolution- Downtown Parking Action Plan Corpus Christi Parking Action Plan 051617 11. 17-1418 Second Reading Ordinance -Authorizing the continuation of Texas Municipal Retirement System (TMRS) Updated Service Credits for Current Participants and Increases for Prior and Current Annuities (1st Reading 12/12/17) Ordinance authorizing and allowing, under the Act governing the Texas Municipal Retirement System, "Updated Service Credits" in said system for service performed by qualifying members of such system who presently City of Corpus Christi Page 5 Printed on 1211812017 City Council Meeting Agenda-Final December 19, 2017 are members of the City of Corpus Christi; providing for increased prior and current service annuities for retirees and beneficiaries of deceased retirees of the City; establishing an effective date for such actions; and providing for severance. Attachments: Agenda Memo -TMRS Ad Hoc 2017 Ordinance-TMRS 2018 UPDATED TMRS Letter 2018 12. 17-1471 Second Reading Ordinance - Street Right-of Way Closure at South San Juan Street and Bluntzer Street (1st Reading 12/12/17) Ordinance closing, abandoning and vacating a 0.014 acre parcel of public right-of-way, portion out of Los Angeles Hills, Block 1, Lots 38, 39, 40, 41, 42, 43, 44, and 45, a map of which is recorded in Volume 4, Page 26, Map Records of Nueces County, Texas and requiring the owner, Corpus Christi Produce Company, Inc., to comply with specified conditions. Attachments: Agenda Memo-Closure San Juan Ordinance with Exhibits-Closure San Juan Presentation-South San Juand and Bluntzer Street Closure- Legistar 13. 17-1456 Second Reading Ordinance - Creating Restrictions for Barge Dock Parking (1st Reading 12/12/17) Ordinance adding Chapter 53, Section 178 "Barge Dock Parking" to the Corpus Christi Code of Ordinances to prohibit parking at barge dock from 6:00 p.m. to 6:00 a.m.; and providing an effective date, for severance, for penalty and for publication. Attachments: Agenda Memo- Barge Dock Restriction Ordinance Ordinance-Barge Dock Parking Restricitons 2017 Presentation- Barge Dock Parking Restrictions 14. 17-1503 Second Reading Ordinance - Lease Agreement for hangar, office and parking space at Corpus Christi International Airport for operation of flight school facility (1st Reading 12/12/17) Ordinance authorizing the City Manager, or designee, to execute a 36-month lease agreement, with two 12-month options to extend, with Sterling Air Service, LLC, for the use and development of aeronautical facilities and property at the Corpus Christi International Airport upon payment of the monthly lease amount. Attachments: Agenda Memo-Sterling Air Service Ordinance-Sterling Air Service Ordinance vFinal 20171129 Lease Agreement-Sterling Air Service Form 1295-Sterling Air Service City of Corpus Christi Page 6 Printed on 1211812017 City Council Meeting Agenda-Final December 19, 2017 15. 17-1467 Second Reading Ordinance -Appropriating Funds from FAA Grant 56 and from Airport Operating Reserve to fund East General Aviation and Terminal Apron Improvements; Amending the FY 2018 CIP Budget For Corpus Christi International Airport(CCIA) (1st Reading 12/12/17) Ordinance appropriating $676,651.90 from Federal Aviation Administration Grant No. 3-48-0051-056-2017 in the No. 3020 Airport Capital Improvement Fund; appropriating $75,183.54 from the No. 4612 Airport Operating Reserve Fund and transferring to the No. 3018 Airport Capital Reserve Fund for the Corpus Christi International Airport's East General Aviation and Terminal Apron Projects; amending the FY2017-18 Capital Improvement Program Budget adopted by Ordinance No. 031249 by increasing revenues and expenditures by $751,835.44 each. Attachments: Agenda Memo-Grant 56 East GA Terminal Apron Ordinance Grant 56 Appropriation vFinal 20171206 16. 17-1457 Second Reading Ordinance - Removing a Portion of the One-Way Designation Along Lawrence Street (Between Shoreline Boulevard and Water Street) (1st Reading 12/12/17) Ordinance amending Section 53-250(a) of the Code of Ordinances that in accordance with Section 53-104 and when properly signposted, traffic shall move only in one direction upon designated sections of Lawrence Street and both directions in undesignated section; providing for severance; and providing for publication. Attachments: Agenda Memo- Lawrence Street Two Way Conversion 12 04 2017 Ordinance-Lawrence Street Two Way Conversion Location Map- Lawrence Street Two Way Conversion.pdf Site Plan- Lawrence Street Two Way Conversion Presentation-Lawrence Street Two Way Conversion 17. 17-1492 Second Reading Ordinance - Closing of a utility easement at 2129 Meandering Oaks Drive (1st Reading12/12/17) Ordinance abandoning and vacating a 0.040-Acre portion of an existing utility easement out of a portion of Flour Bluff and Encinal Farm and Garden Tracts, Section 40, Lot 8 and Shoreline Vista, Block 10, Lot 1 and requiring the owner, Mary J. Cole, to comply with the specified conditions. Attachments: Agenda Memo-Closure Meandering Oaks Ordinance with Exhibits-Closure Meandering Oaks Presentation-Shoreline Vista Easement Closure-Legistar 18. 17-1493 Second Reading Ordinance - Exemption from the Wastewater Lot or City of Corpus Christi Paye 7 Printed on 1211812017 City Council Meeting Agenda-Final December 19, 2017 Acreage Fees for Holly Industrial Subdivision, Lot 1-13 is located east of Ayers Street and north of Holly Road (1st Reading 12/12/17) Ordinance exempting Holly Industrial Subdivision, Lot 1-B located north of Holly Road and east of Ayers Street from the payment of wastewater lot or acreage fees under Section 8.5.2.G.1 of the Unified Development Code; requiring the owner/developer to comply with the specified conditions. Attachments: Agenda Memo- Holly Acres-WW Exem Ordinance-Holly Subdivision Lot 1 B &WW Exemption request Presentation-WW Waiver& Fee Exemption Holly Industrial Subdivision, Lot 1 E 19. 17-1494 Second Reading Ordinance - Exemption from the Wastewater Lot or Acreage Fees for Harris Acres, Lot 1, Block 1 located west of Flour Bluff Drive and north of Glenoak Drive (1st Reading 12/12/17) Ordinance exempting Harris Acres, block 1 lot 1, north of Glenoak Drive and west of Flour Bluff Drive, from the payment of the wastewater lot or acreage fees under section 8.5.2.g.1 of the Unified Development Code; requiring the owner/developer to comply with the specified conditions. Attachments: Agenda Memo- Harris Acres-WW Exem Ordinance&SS agreement-Harris Acres Presentation-WW Exemption Harris Acres-Legistar 20. 17-1466 Second Reading Ordinance -Authorizing the Issuance of Revenue Refunding Bonds (1st Reading 12/12/17) Ordinance authorizing the issuance of"City of Corpus Christi, Texas Utility System Subordinate Lien Revenue Refunding Bonds, Series 2018" in an amount not to exceed $34,835,000; making provisions for the payment and security thereof by a subordinate and inferior lien on and pledge of the net revenues of the City's Utility System; 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 the ordinance; and providing an effective date. Attachments: Agenda Memo for Authorization of Debt with TWDB for Choke Canyon City of Corpus Christi Paye 8 Printed on 1211812017 City Council Meeting Agenda-Final December 19, 2017 Ordinance-Revenue Refunding Bonds Corpus Christi DFund Financing Agreement 11-27-17 Letter from Bureau regarding Repayment Obligation L. RECESS FOR LUNCH The City Council will take a lunch break at approximately 1:30 p.m. M. PUBLIC HEARINGS: (ITEM 21) 21. 17-1524 Public Hearing and First Reading Ordinance -Amending the Unified Development Code to revise the duration of the materials and workmanship warranty for all private and public infrastructure improvements Ordinance amending the Unified Development Code ("UDC') by Amending Article 8, Section 8.1, subsection 8.1.6.A entitled "Acceptance of Improvements" of the UDC by revising the duration of the materials and workmanship warranty for all private and public infrastructure improvements from one to two years from the date of final (100%) acceptance; and providing for severance, penalties, and publication. Attachments: Agenda Memo.Warranty period REV Ordinance Amending Warranty Period Final Ordinance Amending Warranty Period-Alternative Final Presentation-Warranty Period Legistar N. REGULAR AGENDA: (ITEMS 22 - 31) The following items are motions, resolutions and ordinances that will be considered and voted on individually. 22. 17-1430 Purchase of Ten Police Motorcycles with Four Year Service Agreement for Maintenance Motion authorizing the City Manager, or designee, to purchase ten police motorcycles and execute a 48-month service agreement for maintenance with Corpus Christi Cycle Sports, Inc., doing business as Corpus Christi Harley-Davidson, in response to Request for Bid No. 1284 based on the lowest responsive, responsible bid for a total amount not to exceed $454,671.50 of which $252,961.50 is funded for FY2017-18. Attachments: Agenda Memo-Police Motorcycles Bid Tab-Police Motorcycles Service Agreement-Police Motorcycles F1295-Police Motorcycles RFB 1284 MA City of Corpus Christi Page 9 Printed on 1211812017 City Council Meeting Agenda-Final December 19, 2017 23. 17-1423 Resolution for purchase of portable x-ray units and a grid aim system for the Police Department Resolution finding that the purchase of portable x-ray units and a grid aim system for the Police Department are sole source procurements; and authorizing the City Manager, or designee, to execute all documents necessary to purchase the x-ray units from ADS, Inc., of Virginia Beach, Virginia, and the grid aim system from WMDTech, LLC, of Boise, Idaho, for a total amount not to exceed $87,348.31, with funding available for FY2017-18 in the No. 1062 Grant Fund. ADS, Inc. WMDTECH, LLC Virginia Beach, Virginia Boise, Idaho Portable X-Ray Units Grid Aim System $82,985.58 $4,362.73 Grand Total: $87,348.31 Attachments: Agenda Memo- Portable X-Ray Units and Grid Aim System Resolution Sole Source CCPD XRay Units and Target System vFinal.docx Price Sheet- Portable X-Ray Units and Grid Aim System.xlsx 24. 17-1486 Resolution ratifying the submission of 4 grant applications Resolution ratifying the submission of 4 grant applications in the amount totaling $141,817.88 to the Texas Office of the Governor- Homeland Security Grant Division, Homeland Security Grant Program for training and equipment. Attachments: Agenda Memo-4grants Resolution-4grants 25. 17-1425 Purchase of a Pierce Impel Pumper for the Fire Department Motion approving the purchase of a 2018 Pierce Impel pumper from Siddons-Martin Emergency Group of Houston, Texas, based on the cooperative purchasing agreement with Local Government Purchasing Cooperative dba BuyBoard, for a total amount not to exceed $667,840.00, for which funds are budgeted for FY2017-18 in the General Fund. Attachments: Agenda Memo- Pierce Fire Pumper Price Sheet- Pierce Fire Pumper 26. 17-1511 Ordinance -Acceptance of the Tuberculosis Prevention and Control-Federal (TB/PC-FED) grant contract in the amount of $48,345 with a grant match of$9,669, and appropriation of the funds for the contract period January 1, 2018 through December 31, 2018 City of Corpus Christi Page 10 Printed on 1211812017 City Council Meeting Agenda-Final December 19, 2017 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-Federal(TB/PC-FED) grant in the amount of$48,345, from the Texas Department of State Health Services in the No. 1066 Health Grants Fund with an in-kind match of $9,669, to provide tuberculosis prevention and control services for the contract period January 1, 2018, through December 31, 2018 for a total project cost of$58,014; and declaring an emergency. Attachments: Agenda Memo-TB Fed. Grant Contract(1-1-2018 to 1-1-2019)(a�12-12-2017 Emergency Ordinance for 12-19-2017 V2 Contract-TB Fed. Grant(No. HHS000033600002) 1-1-2018 to 1-1-2019-Pendi 27. 17-1543 Professional Service Agreements for Preliminary Engineering and Feasibility Reports (Proposed Bond 2018) (Council Priority - Streets) Motion authorizing the City Manager, or designee, to execute eight (8) separate Master Services Agreements (MSAs); four MSA's in the amount of$300,000 each for a total not to exceed of$1,200,000 with Freese and Nichols, Govind Development, HDR Engineering, and Munoz Engineering for Street projects proposed in Bond 2018 Propositions 1 and 2; and four (4) separate MSAs in the amount of$125,000 each for a total not to exceed of$500,000 with AECOM Technical Services, Bath Engineering, Hanson Professional Services, and LNV, Inc. for Facility projects for proposed in Bond 2018 Proposition 3. Attachments: Agenda Memo- Bond 2018 Feasibility Reports Summary Page-Bond 2018 Feasibility Reports Project Budget- Bond 2018 Feasibility Reports Map- Bond 2018 CW Presentation- Bond 2018 Feasibility Reports MSA Street Freese-Bond 2018 Feasibility Reports MSA Street Govind- Bond 2018 Feasibility Reports MSA Street HDR- Bond 2018 Feasibility Reports MSA Street Munoz-Bond 2018 Feasibility Reports MSA Facility AECOM - Bond 2018 Feasibility Reports MSA Facility Bath- Bond 2018 Feasibility Reports MSA Facility Hanson-Bond 2018 Feasibility Reports MSA Facility LNV-Bond 2018 Feasibility Reports 28. 17-1521 Purchase of Seven Ford Trucks for Beach Operations Motion authorizing the City Manager, or designee, to purchase six 2017 City of Corpus Christi Page 11 Printed on 1211812017 City Council Meeting Agenda-Final December 19, 2017 Ford F-250 trucks and one 2018 Ford F-350 Service Truck for beach operations from AutoNation Ford, of Corpus Christi, Texas, based on Request for Bids (RFB) No. 261 based on the lowest, responsive, responsible bid for an amount of$252,250. Attachments: Agenda Memo- F 250 and 350 Trucks for Beach Ops Bid Tabulation- F 250 and 350 Trucks 29. 17-1497 Continual Rental of One Roll Off Truck for Solid Waste Operations Motion authorizing the City Manager or designee to extend a rental agreement for ten months with Big Truck Rental, of Tampa, Florida, for the rental of one roll off truck for Solid Waste Operations, as required for public health and safety, for a not-to-exceed amount of$60,000 to be funded in FY2017-18 from the General Fund, for continual rental payment to current agreement in the amount of$40,000 funded in FY2016-17, for a grand total of$100,000. Attachments: Agenda Memo-Continual Rental Roll Off Truck SW Price Sheet-Continual Rental Roll Off Truck Solid Waste Supplemental Agreement- Redacted Continual Rental F1295 Roll Off Continual Rental SW 30. 17-1567 Ordinance -Appropriation of Funds for Damage Repairs due to Hurricane Harvey Ordinance appropriating total of$9,667,223.13 as follows for Hurricane Harvey repairs: $7,006,023.13 in the No. 1020 General Fund; $168,750.00 in the No. 1030 Hotel Occupancy Tax Fund; $56,250.00 in the No. 1130 Arena Fund; $1,125,654.00 in the No. 4010 Water Fund; $300,000.00 in the No. 4200 Wastewater Fund; $450,000.00 in the No. 4610 Airport Fund; $337,500.00 in the No. 4670 Development Services Fund; and $223,046.00 in the No. 4700 Marina Fund; amending the Operating Budget adopted by City Ordinance No. 031255 by increasing expenditures by $9,667,223.13; and declaring an emergency. Attachments: Agenda Memo- Harvey Damages Rev1 Emergency Ordinance- 12-19-2017.docx Appendix 1 - Hurricane Harvey.pdf COF- Harvey Damages 31. 17-1565 2018 proposed Council Meeting Calendar Motion approving the 2018 City Council meeting calendar. Attachments: Agenda Memo-2018 Council Meeting Calendar Proposed 2018 Council Calendar City of Corpus Christi Page 12 Printed on 1211812017 City Council Meeting Agenda-Final December 19, 2017 O. FIRST READING ORDINANCES: (ITEMS 32 -34) 32. 17-1496 First Reading Ordinance - Rezoning property located at 8154 Leopard Street and 8128 Leopard Street (Public Hearing 12/12/17) Case No. 0917-02 Ardoin Inc.: A change of zoning from the "CG-2/SP" General Commercial District with Special Permit to the "IL" Light Industrial District. The property is described as being Suntide Industrial Park, Block 2, Lots 1 and 2, located along the north side of Leopard Street, east of Tuloso Road, and west of Suntide Road. Planning Commission and Staff Recommendation (November 1. 2017): Approval of the change of zoning from the "CG-2/SP" General Commercial District with Special Permit to the "IL" Light Industrial District. Ordinance: Ordinance amending the Unified Development Code ("UDC'), upon application by Ardoin Inc. ("Owner"), by changing the UDC Zoning Map in reference to Suntide Industrial Park, Block 2, Lots 1 and 2, from the "CG-2/SP" General Commercial District with Special Permit 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 0917-02 Ardoin Inc. Ordinance 0917-02 Ardoin Inc. Presentation 0917-02 Ardoin Inc. - Legistar Zoning Report 0917-02 Ardoin Inc. 33. 17-1522 First Reading Ordinance - Closing of a drainage easement and right-of-way located east of Rand Morgan Road, between Leopard Street and Oregon Trail Ordinance abandoning and vacating a 4.385 acre drainage easement and right-of-way out of a portion of Artemus Roberts Subdivision, Lots 3, 6, and 11, located east of Rand Morgan Road, between Leopard Street and Oregon Trail and requiring the owner, MPM Development, LP, to comply with the specified conditions. Attachments: Agenda Memo-Artemus Drainage Closure Ordinance with Exhibits-Artemus Drainage Closure Presentation-Artemus Drainage Closure 34. 17-1458 First Reading Ordinance - Construction Contract for the Oso Water Reclamation Plant Headworks and Lift Station (Capital Improvement Program) City of Corpus Christi Page 13 Printed on 1211812017 City Council Meeting Agenda-Final December 19, 2017 Ordinance rejecting the apparent low bid of COBRA/CYMI JV as non-responsive and authorizing the City Manager or designee to execute a construction contract with CSA Construction, Inc. of Houston, Texas as the lowest responsive, responsible bidder in the amount of$22,865,540 for the Oso Water Reclamation Plant Headworks and Lift Station for the Total Base Bid plus Additive Alternate No. 1. (Capital Improvement Program (CIP)) Attachments: Agenda Memo-Oso WRP Ordinance-Oso WRP Headworks Proiect Budget-Oso WRP.xls Location Map-Oso WRP.Pdf Presentation-Oso WRP.Pptx Form 1295-Oso WRP Letter of Recommendation-Oso WRP.Pdf P. RECESS TO CORPORATION MEETINGS: (ITEMS 35 -36) 35. 17-1197 Special North Padre Island Development Corporation Meeting Attachments: Agenda Memo- NPIDC 12.19.17 NPIDC Meeting Agenda 12.19.17 2 Minutes-08-22-17 4 NPDIC Memo- Investment Plan and TexPool Resolution 4& 5 Resolution Authorizing Participation-NPIDC Funds Updated 36. 17-1526 Special Board Meeting of the Corpus Christi Housing Finance Corporation Attachments: Agenda Memo for CCHFC Board Meeting-Ward Board Agenda-Ward Minutes-September 26, 2017 Minutes- November 7, 2017 CCHFC Financials as of Sept 30 2017 Resolution of Ward sale WardContract Q. RECONVENE THE CITY COUNCIL MEETING: R. FUTURE AGENDA ITEMS: (ITEMS 37 -40) The following items are for Council's informational purposes only. No action will be taken and no public comment will be solicited. 37. 17-1446 Resolution approving the Director of the Corpus Christi Nueces County Public Health District's appointment of Dr. William Burgin, City of Corpus Christi Page 14 Printed on 1211812017 City Council Meeting Agenda-Final December 19, 2017 Jr. to serve as the Local Health Authority for the Public Health District for a two-year term Resolution approving the Director of the Corpus Christi Nueces County Public Health District's appointment of Dr. William Burgin, Jr. to serve as the Local Health Authority for the Public Health District for a two-year term beginning December 18, 2017 and ending December 18, 2019. Attachments: Agenda Memo(City Appointment of LHA 12-18-2017 to 12-18-201) 11-15-2017 Resolution (Appointment of Dr. Burning as LHA) 12-18-2017 to 12-18-2019)(a�1 DSHS Certificate of Appointment of LHA Blank Forms(Rev. 6-3-2016) 38. 17-1508 Resolution authorizing Food Purchase for Senior Center Meals Program Resolution authorizing the City Manager to execute all documents necessary to purchase up to $329,944.00 in food supplies for the City Senior Center Meals Program through the Coastal Bend Council of Governments ("CBCOG") participation in the TEXAS 20 Purchasing Cooperative as organized and administered by the Education Service Center, Region 20; and ratifying the purchase of food supplies for said program in October-December 2017 through the CBCOG participation in the TEXAS 20 Purchasing Cooperative in amount of$50,133.00 from Labatt Food Services and $8,468.00 from Hill Country Dairies. Attachments: Agenda Memo-CBCOG Food Program Purchase- 121417 Resolution-CBCOG Food Program Purchase 39. 17-1563 Resolution to issue a Request for Qualifications for a Public-Private Partnership Owner's Representative Resolution authorizing the City Manager or designee to proceed with the issuance of a Request for Qualifications (RFQ)for a Public-Private Partnership (P3) Owner's Representative Attachments: Agenda- Resolution of Direction Resolution Directing Staff- RFQ P3 Owner Rep 40. 17-1495 Resolution authorizing an Interlocal Agreement with Regional Education Service Center#2 - Goodbuy Purchasing Cooperative Resolution authorizing the City Manager, or designee, to execute an interlocal participation agreement with local Regional Education Service Center#2 in order to participate in their cooperative purchasing program for the benefit of the City. Attachments: Agenda Memo-Goodbuy Resolution- Interlocal Agmt ESC2 Goodbuy vFinal Agreement- ESC Region 2 Goodbuy Interlocal Co-op City of Corpus Christi Page 15 Printed on 1211812017 City Council Meeting Agenda-Final December 19, 2017 General Conditions- ESC Region 2 Goodbuy S. BRIEFINGS: (ITEM 41) 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. 41. 17-1426 Residential Street Reconstruction Program (RSRP) $3.4 Million Additional FY2018 Funding Attachments: Agenda Memo-$3.4M Briefing.docx Use of$3.4M REV.pptx T. EXECUTIVE SESSION: (ITEMS 42 -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. 42. 17-1478 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, desalination, potential interlocal agreements with water districts and other governmental entities involving water or other utility services, utility rate regulation, reuse, provisions of the Texas Utility Code, TCEQ Regulations, EPA regulations, and other laws and regulations, potential agreements for the 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, including, but not limited to local government corporation(s), 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, potential contracts for the provision of water to said business prospect(s). City of Corpus Christi Page 16 Printed on 1211812017 City Council Meeting Agenda-Final December 19, 2017 43. 17-1505 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 use of municipal studio facilities and personnel and production and transmission of City media, including, but not limited to Article II of the City Charter, the Texas Election Code, the City's Code of Ethics, the Texas Ethics Commission, and other legal matters that may impact possible utilization of the aforementioned facilities and personnel. U. 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. V. ADJOURNMENT City of Corpus Christi Page 17 Printed on 1211812017 City of Corpus Christi 1201 Leopard Street Corpus Christi,TX 78401 cctexas_com , Meeting Minutes ll,N City Council Tuesday, December 12,2017 11:30 AM Council Chambers Public Notice - -THE USE OF CELLULAR PHONES AND SOUND ACTIVATED PAGERS ARE PROHIBITED IN THE CITY COUNCIL CHAMBERS DURING MEETINGS OF THE CITY COUNCIL. MEMBERS OF THE AUDIENCE WILL BE PROVIDED AN OPPORTUNITY TO ADDRESS THE COUNCIL AT APPROXIMATELY 12:00 P.M. CITIZEN COMMENTS WILL BE LIMITED TO THREE MINUTES. Please speak into the microphone located at the podium and state your name and address. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Any electronic media (e.g. CD, DVD, flash drive) that the Public would like to use while they speak to the City Council MUST be submitted a minimum of 24 hours prior to the meeting. Please contact the Public Communications department at 361-826-3211 to coordinate. A. Mayor Joe McComb to call the meeting to order. Mayor McComb called the meeting to order at 11:32 a.m. B. Invocation to be given by Pastor Rick Barrera, Cornerstone Church. Pastor Rick Barrera gave the invocation. C. Pledge of Allegiance to the Flag of the United States to be led by Sylvia Carrillo-Trevino, CPM -Assistant City Manager. Assistant City Manager Rick Barrera led the Pledge of Allegiance. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. City Secretary Rebecca L. Huerta called the roll and verified that a quorum of the City Council and the required Charter Officers were present to conduct the meeting. (Council Member Guajardo arrived at 11:34 a.m.) Charter Officers: City Manager Margie C. Rose, City Attorney Miles K. Risley,and City Secretary Rebecca L. Huerta. City of Corpus Christi Page 1 Printed on 12/15/2017 City Council Meeting Minutes December 12,2017 Present: 9- Mayor Joe McComb,Council Member Rudy Garza,Council Member Paulette Guajardo,Council Member Michael Hunter,Council Member Debbie Lindsey-Opel,Council Member Ben Molina,Council Member Lucy Rubio,Council Member Greg Smith, and Council Member Carolyn Vaughn E. Proclamations /Commendations 1. Presentation from W. B. Ray "Men" Class of'65. Swearing-In Ceremony for Newly Appointed, Board, Commission, Committee and Corporation Members. Mayor McComb wished Council Member Rubio a happy birthday.Mayor McComb announced that the City Council has been in office for one year and, on behalf of the City Council,thanked the public for allowing them to serve. Mayor McComb accepted a donation to the Mayor's Hurricane Harvey Fund, presented by the W. B. Ray"Men"Class of'65,and conducted the swearing-in ceremony for newly appointed board and committee members. G. MINUTES: 3. Regular Meeting of November 14, 2017 and Special Meetings of November 14, 2017 and December 1, 2017. Mayor McComb deviated from the agenda and referred to approval of the minutes. Council Member Rubio made a motion to approve the minutes, seconded by Council Member Guajardo and passed unanimously. H. BOARD & COMMITTEE APPOINTMENTS: 4. Citizens Advisory Health Board Corpus Christi Aquifer Storage and Recovery Conservation District Corpus Christi B Corporation Corpus Christi Convention and Visitors Bureau Corpus Christi Regional Economic Development Corporation Marina Advisory Committee North Padre Island Development Corporation Port of Corpus Christi Authority of Nueces County, TX Mayor McComb referred to board and committee appointments.The following appointments were made: Citizens Advisory Health Board Council Member Molina made a motion to appoint Micah DeBenedetto, seconded by Council Member Hunter and passed unanimously. City of Corpus Christi Paye 2 Printed on 12/15/2017 City Council Meeting Minutes December 12,2017 Corpus Christi Aquifer Storage and Recovery Conservation District Council Member Hunter made a motion to reappoint Fred Segundo, Director of Aviation; Tom Tagliabue, Director of Intergovernmental Relations; and Jay Ellington, Director of Parks and Recreation,seconded by Council Member Rubio and passed unanimously. Corpus Christi B Corporation Council Member Smith nominated John Valls.Council Member Lindsey-Opel nominated Tomas Duran.Council Member Guajardo nominated Mary Jane Garza. Mayor McComb and Council Members Smith and Rubio voted for John Valls; Council Members Lindsey-Opel and Vaughn voted for Tomas Duran; Council Members Garza, Guajardo, Molina,and Hunter voted for Mary Jane Garza. A run-off was conducted between the two individuals with the highest number of votes, John Valls and Mary Jane Garza. John Valls was appointed with Mayor McComb and Council Members Rubio,Vaughn,Smith,and Lindsey-Opel voting for John Valls and Council Members Hunter, Molina, Guajardo,and Garza voting for Mary Jane Garza. Corpus Christi Convention and Visitors Bureau Council Member Smith made a motion to appoint Raju G. Bhagat(Hotel Industry),seconded by Council Member Lindsey-Opel and passed unanimously. Corpus Christi Regional Economic Development Corporation Council Member Smith made a motion to reappoint Gabriele Hilpold, seconded by Council Member Lindsey-Opel and passed unanimously. Marina Advisory Committee Council Member Rubio made a motion to reappoint Mona Baen (Community At-Large),William McDowell(Engineer), Ronald S.Smith(Community At-Large),and Hal Suter(Environmentalist),seconded by Council Member Garza and passed unanimously. Council Member Lindsey-Opel nominated Gerry C.Morrow(Community At-Large).Council Member Smith nominated Gordon R. Robinson(Community At-Large).Gerry C.Morrow(Community At-Large)was appointed with Mayor McComb and Council Members Lindsey-Opel, Garza,Vaughn, Rubio, Molina and Hunter voting for Gerry C.Morrow and Council Members Smith and Guajardo voting for Gordon R. Robinson. City of Corpus Christi Page 3 Printed on 12/15/2017 City Council Meeting Minutes December 12,2017 North Padre Island Development Corporation Council Member Lindsey-Opel made a motion to reappoint Rudy Garza, Michael T. Hunter, Ben Molina, Greg Smith,and Carolyn Vaughn,seconded by Council Member Hunter and passed unanimously. Port of Corpus Christi Authority of Nueces County,Texas Council Member Vaughn made a motion to reappoint Wayne Squires, seconded by Council Member Rubio and passed unanimously. J. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. A recording is made of the meeting; therefore, please speak into the microphone located at the podium and state your name and address. If you choose to speak during this public comment period regarding an item on the agenda, you may do so. You will not be allowed to speak again, however, when the Council is considering the item. Citizen comments are limited to three minutes. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Any electronic media (e.g. CD, DVD, flash drive) that the Public would like to use while they speak MUST be submitted a minimum of 24 hours prior to the Meeting. Please contact the Public Communications department at 361-826-3211 to coordinate. Mayor McComb deviated from the agenda and referred to comments from the public.Jack Gordy,4118 Bray, spoke regarding the amount of funds the City has paid to outside attorneys.Twila Stevens, 13926 Windjammer; Larry Beaver, 13937 Jibstay; Charlene Beaver, 13937 Jibstay; and Jim Stevens, 13926 Wind Jammer, spoke in opposition to a proposed dog park being located in Aquarius Park,which is in a residential neighborhood, and proposed an alternate location which is being offered by Nueces County located at Padre Balli Park. Nicole Matthews, 3027 Marina Bay Dr.,spoke regarding the implementation of a disaster recovery program through the Homeowner Rehabilitation Assistance (HRA)program which is funded by the Texas Department of Housing and Community Affairs (TDHCA). Bobby Petty, U.S.Small Business Administration, provided an update on the number of loans approved to assist small businesses, homeowners, and renters in the area impacted by Hurricane Harvey and presented information on the Economic Injury Disaster Loan,which assists small businesses that are affected while the region is recovering from Hurricane Harvey.Susie Saldana,4710 Hakel,expressed disappointment regarding the challenges new businesses face in becoming established in Corpus Christi. Karen Howden, 5637 Lexington,expressed appreciation to the City Council and City staff for their support of Old Bayview Cemetery and to those who visited Old Bayview Cemetery during the"Voices of South Texas" event held on November 4, 2017. Ed Prado, 1901 Tawakoni,spoke in opposition to Agenda Item 25, rezoning property located at 8154 and 8128 Leopard Street, and discussed issues related to noise and dust coming from the property. Brad Lomax,309 N.Water and on behalf of the Downtown Management District, spoke in support of the following:Agenda Item 23, proposed adoption of the Downtown Area Development Plan; Agenda Item 28,creating restrictions for Barge Dock parking;Agenda Item 31, removing a portion of the one-way City of Corpus Christi Page 4 Printed on 12/15/2017 City Council Meeting Minutes December 12,2017 designation along Lawrence Street; and Agenda Item 42,a resolution to adopt the Downtown Parking Action Plan. Carolyn Moon,4902 Calvin, spoke regarding the Downtown Traffic Plan and the removal from the plan of seating areas in Artesian Park.John Kelley, 3621 Austin, spoke regarding reimbursement from the Federal Emergency Management Agency(FEMA)for damages to Packery Channel related to Hurricane Harvey and recommended that the City Council delay any action to fund the Park Road 22 Bridge until receiving a final settlement from FEMA.Michael Bellipanni spoke regarding conditions at his apartment complex and requested assistance related to apartment complexes not recognizing vouchers from the U.S. Department of Housing and Urban Development(HUD)as income. Dorella Elizondo requested to be placed on a future agenda to provide a presentation regarding the establishment of a Trap, Neuter and Release ordinance in the City. Nancy Cunningham, 409 Indiana, spoke regarding state laws prohibiting the unlawful restraint of dogs that are not being enforced in the City.Tammy Luz Romero, 15038 Santa Gertrudis,spoke regarding problems with stray animals in the City and recommended the following changes:community service at Animal Control; stopping the euthanization of animals in the morning to prevent errors; improving spaying/neutering; and adopting a do-not-adopt list. F. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: Mayor McComb deviated from the agenda and referred to City Manager's Comments.City Manager Margie C. Rose reported on the following topics: b. OTHER 1)Collection of debris resulting from Hurricane Harvey began in Area 6 on Monday, December 11,2017.The City is requesting that residents living in Area 7-A begin setting out debris for collection by 7:00 a.m. beginning on Monday, December 18,2017.2)The City's Utility Business Office software transition is currently underway. Until further notice, utility payments can be made at HEB locations in Corpus Christi,through online banking,and standard mail services.This transition will streamline the billing process and continue the commitment of delivering excellent customer service.The City will provide updates and notify customers once the transition is complete. a. HURRICANE HARVEY AFTER ACTION REPORT 2. Hurricane Harvey After Action Report City Manager Rose stated that the City Council received the complete Hurricane Harvey After Action Report in the agenda packet.The purpose of this item is to provide highlights from the report and discuss the facilities impacted by Hurricane Harvey. Fire Chief Robert Rocha highlighted the following information:the monitoring timeline of Hurricane Harvey;the Emergency Operations Center's (EOC) organizational chart; execution of the emergency operations plan;the evacuation zones; and the evaluation from the damage assessment team. Emergency Management Coordinator Billy Delgado credited City staff on their preparedness and response to Hurricane Harvey; reported on the EOC's City of Corpus Christi Page 5 Printed on 12/15/2017 City Council Meeting Minutes December 12,2017 communication with other governmental and non-profit entities before,during and post-storm; and addressed the damage assessment results.Mr. Delgado stated that staff will continue to work on areas that need improvement,discuss lessons learned and modify plans to prepare for the next emergency. Council members and staff discussed the following topics: after-action communication with council members and include council member feedback in the plan; a request by a council member to be included in briefing calls to receive the best updated information; a report on the communication strategy and its effectiveness; improvements to the communication structure related to press conferences;the list of City facilities needing repairs; and the ability of the City Manager to bring items appropriating funding to begin the repair of facilities. I. EXPLANATION OF COUNCIL ACTION: K. CONSENT AGENDA: (ITEMS 5 -22) Approval of the Consent Agenda Mayor McComb referred to the Consent Agenda.There were no comments from the public.Council members requested that Items 7,9,and 14 be pulled for individual consideration.Council Member Lindsey-Opel announced that she was abstaining from Item 14.Council Member Garza announced that he was abstaining from Item 18.Mayor McComb announced that Item 22 was being pulled by staff. A motion was made by Council Member Lindsey-Opel, seconded by Council Member Rubio,to approve the Consent Agenda.The consent agenda items were passed and approved by one vote as follows: Aye: 9- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 5. Motion ratifying a notice to proceed issued to CrowderGulf, LLC, for services related to Hurricane Harvey, pursuant to a contingency service agreement; authorizing payment to CrowderGulf for an amount not to exceed $5,946,096.07 for debris removal; authorizing the City Manager to execute Amendment No. 1 to the agreement to include a price for mulched debris and issuance and payment of a task order for an amount not to exceed $236,875 for transportation of mulched debris for a restated fee not to exceed $6,182,971.07 Motion ratifying a notice to proceed issued to CrowderGulf, LLC ("CrowderGulf'), of Theodore, Alabama, for services related to Hurricane Harvey, pursuant to a contingency service agreement; authorizing City of Corpus Christi Page 6 Printed on 12/15/2017 City Council Meeting Minutes December 12,2017 payment by the City Manager or designee ("City Manager") to CrowderGulf for an amount not to exceed $5,946,096.07 for debris removal; authorizing the City Manager to execute Amendment No. 1 to the agreement to include a price for mulched debris and issuance and payment of a task order for an amount not to exceed $236,875 for transportation of mulched debris for a restated fee not to exceed $6,182,971.07. This Motion was passed on the consent agenda. Enactment No: M2017-186 6. Motion ratifying a notice to proceed issued to Tetra Tech, Inc. for services related to Hurricane Harvey for Task Order No. 1 in an amount not to exceed $1,570,041 and Task Order No. 2 in an amount not to exceed $90,427 issued pursuant to the contingency service agreement for disaster monitoring and recovery services for a total amount not to exceed $1,660,468 Motion ratifying a notice to proceed issued to Tetra Tech, Inc. (formerly, Science Applications International Corporation), of Maitland, Florida, for services related to Hurricane Harvey; authorizing payment by the City Manager, or designee, for Task Order No. 1 in an amount not to exceed $1,570,041 and for Task Order No. 2 in an amount not to exceed $90,427 issued pursuant to the contingency service agreement for disaster debris monitoring and recovery services for a total amount not to exceed $1,660,468; and to execute all necessary documents with Tetra Tech. This Motion was passed on the consent agenda. Enactment No: M2017-187 8. Resolution authorizing an Interlocal Agreement with Corpus Christi Independent School District(CCISD) for use of CCISD facilities for City Latchkey and use of City Facilities for CCISD programs and Amendment No. 2 to the Interlocal Agreement with CCISD to amend provisions pertaining to capital improvements for the Natatorium Resolution authorizing the City Manager to execute an Interlocal Agreement with Corpus Christi Independent School District (CCISD) regarding use of CCISD facilities for City Latchkey and other City programs and regarding use of City facilities for CCISD programs; and authorizing the City Manager to execute Amendment No. 2 to the Interlocal Agreement with CCISD regarding the Natatorium to amend provisions pertaining to capital improvements for the Natatorium. This Resolution was passed on the consent agenda. City of Corpus Christi Paye 7 Printed on 12/15/2017 City Council Meeting Minutes December 12,2017 Enactment No: 031300 10. Second Reading Ordinance - Street Closure at 3601 Saratoga Boulevard (1st Reading 11/14/17) Ordinance closing, abandoning and vacating an undeveloped and unsurfaced 479.16-square foot (0.011 acre) parcel of public right-of-way, portion out of Bohemian Colony Lands, Section 12, Lot 1, a map of which is recorded in Volume A, Page 48, Map Records of Nueces County, Texas and requiring the owner, VMB Equity Properties, LLC., to comply with specified conditions. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031301 11. Second Reading Ordinance - Rezoning for a Property located at 3006 Niagara Street (1st Reading 11/14/17) Case No. 1017-03 Trevino Mortuary Services, Inc. A change of zoning from the "CN-1" Neighborhood Commercial District to the "IL" Light Industrial District. The property is described as Broadmoor Park, Block 5, Lots 19 thru 24 less portion to right-of-way, located on the east side of Niagara Street, north of Tarlton Street, and east of South Port Avenue. Planning Commission and Staff Recommendation (October 18, 2017): Denial of the change of zoning from the "CN-1" Neighborhood Commercial District to the "IL" Light Industrial District, in lieu thereof approval of the "CN-1/SP" Neighborhood Commercial District with a Special Permit (SP) with conditions. Ordinance: Ordinance amending the Unified Development Code ("UDC'), upon application by Trevino Mortuary Services, Inc. ("Owner"), by changing the UDC Zoning Map in reference to the property described as Broadmoor Park, Block 5, Lots 19 thru 24 less portion to right-of-way, from the "CN-1" Neighborhood Commercial District to the "CN-1/SP" Neighborhood Commercial District with a Special Permit; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031302 12. Second Reading Ordinance - Rezoning property located at 3046 Holly Road (1st Reading 11/14/17) City of Corpus Christi Paye 8 Printed on 12/15/2017 City Council Meeting Minutes December 12,2017 Case No. 1017-02 Rogerio & Maria Lopez: A change of zoning from the "RS-6" Single-Family 6 District to the "CN-1" Neighborhood Commercial District. The property is described as being a two acre tract of land out of Lot 4, Section 3, Bohemian Colony Lands, located on the northeast corner of Holly Road and Santa Olivia Street, west of Kostoryz Road and east of Ayers Street. Planning Commission and Staff Recommendation (October 18, 2017): Approval of the change of zoning from the "RS-6" Single-Family 6 District to the "CN-1" Neighborhood Commercial District. Ordinance: Ordinance amending the Unified Development Code ("UDC'), upon application by Rogerio and Maria Lopez ("Owners"), by changing the UDC Zoning Map in reference to a two-acre tract of land out of Lot 4, Section 3, Bohemian Colony Lands, from the "RS-6" Single-Family 6 District to the "CN-1" Neighborhood Commercial District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031303 13. Second Reading Ordinance - Rezoning for property located at 1902 Rodd Field Road (1st Reading 11/14/17) Case No. 1017-05 Hunt Enterprises, Ltd.: A change of zoning from the "RM-3" Multifamily 3 District to the "CG-2" General Commercial District for Tract 1 and "CG-2" General Commercial District to "RM-3" Multifamily 3 District for Tract 2. The property is described as being 2.25 acres out of Lot 32, Section 28, Flour Bluff and Encinal Farm and Garden Tracts, located on the north side of Corsair Drive, east of Rodd Field Road, and west of Blue Angel Street. Planning Commission and Staff Recommendation (October 18, 2017): Approval of the change of zoning from the "RM-3" Multifamily 3 District to the "CG-2" General Commercial District for Tract 1 and "CG-2" General Commercial District to "RM-3" Multifamily 3 District for Tract 2. Ordinance: Ordinance amending the Unified Development Code ("UDC'), upon application by Hunt Enterprises, Ltd. ("Owner"), by changing the UDC Zoning Map in reference to 2.25 acres out of Lot 32, Section 28, Flour Bluff and Encinal Farm and Garden Tracts, from the "RM-3" Multifamily 3 District to the "CG-2" General Commercial District for Tract 1 and "CG-2" General Commercial District to "RM-3" Multifamily 3 District for Tract 2; City of Corpus Christi Paye 9 Printed on 12/15/2017 City Council Meeting Minutes December 12,2017 amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031304 15. Second Reading Ordinance -Appropriating Funds for Purchase and Installation of Playground Equipment at Southfork and Thebeau Parks (1st Reading 11/14/17) Ordinance appropriating $79,376.31 from the unreserved fund balance in the No. 1020 General Fund for the purchase and installation of playground equipment at Southfork and Thebeau Parks; amending the FY2017-18 Operating Budget adopted by Ordinance No. 031255 by increasing expenditures by $79,376.31; authorizing the City Manager or designee to execute all documents necessary with GameTime by Total Recreation Products, Inc., of Cypress, Texas, to approve the purchase and installation of the equipment for up to $135,933.85, based on the cooperative purchasing agreement with Local Government Purchasing Cooperative dba Buyboard, and to include payment of an additional contingency amount of up to $1,000 for unforeseen expenses, for a total amount not to exceed $136,933.85, of which $57,557.54 is being provided from the Community Enrichment Fund. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031306 16. Second Reading Ordinance - Repeal of the City's Joint Airport Zoning Board and establishment of an Airport Zoning Commission (1st Reading 11/14/17) Ordinance amending Chapter 2, Division 11 (Joint Airport Zoning Board), of the Code of Ordinances by repealing all provisions related to the Joint Airport Zoning Board; designating the City's Planning Commission as the Airport Zoning Commission for all purposes under the Airport Zoning Act ("Act"), Texas Local Government Code §241.001 et seq.; and investing such Airport Zoning Commission with the powers and duties authorized to be exercised under the provisions of the Act; providing for severability; and providing for publication. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031307 17. Second Reading Ordinance - Closing of a utility easement located at 7522 Everhart Road (1st Reading 11/14/17) City of Corpus Christi Page 10 Printed on 12/15/2017 City Council Meeting Minutes December 12,2017 Ordinance abandoning and vacating 0.127 acre of an existing utility easement out of a part of St. John the Baptist Tract, Block 1, Lot 1 R, located at 7522 Everhart Road and requiring the owner, Most Reverend Wm. Michael Mulvey, S.T.L., D.D., Bishop of the Diocese of Corpus Christi, a Corporate Sole and His Successors in Office, to comply with the specified conditions. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031308 19. Second Reading Ordinance -Appropriating Funds and accepting a grant from FEMA for hurricane disaster assistance (1st Reading 11/14/17) Ordinance appropriating $5,000,000 from the fund balance for major contingencies in the No. 1020 General Fund for Hurricane Harvey debris removal and related activities; authorizing the City Manager, or designee, to execute all documents necessary to accept a partial grant from the Federal Emergency Management Agency for hurricane disaster assistance in the amount of$4,069,836.99 and appropriating in the No. 1020 General Fund; and amending the FY2017-2018 Operating Budget adopted by Ordinance No. 031255 to increase revenues by $4,069,836.99 and appropriations by $9,069,836.99. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031310 20. Second Reading Ordinance -Approving the 2018 Annual Audit Plan (1st Reading 11/7/17) Ordinance to approve the 2018 Annual Audit Plan. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031311 21. Second Reading Ordinance -Amendment to Lease with Padre Island Yacht Club (28-Day Delay Required) (1st Reading 11/7/17) Ordinance authorizing the City Manager to execute an amendment to the Lease Agreement with Padre Island Yacht Club for expanded leased area near the Wastewater Treatment Plant on Whitecap Blvd to include additional area of 50 feet by 300 feet and amendment of renewal term provisions. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031312 City of Corpus Christi Page 11 Printed on 12/15/2017 City Council Meeting Minutes December 12,2017 7. Supply Agreement for Street Operations for Traffic Signs, three-year agreement for a total amount not to exceed $226,141.86, with an option to extend for up to two additional one-year periods, and a total potential multi-year amount of$376,903.10 Motion authorizing City Manager, or designee, to execute a supply agreement with Custom Products Corporation, of Jackson, Mississippi for the purchase of traffic signs for Street Operations in response to Request for Bid (RFB) No. 1061, based on the lowest responsive, responsible bid for a total amount not to exceed $226,141.86, of which $75,380.62 is funded in FY2017-18 in the Street Fund. The term of the agreement is for three years with an option to extend for up to two additional one-year periods, subject to the sole discretion of the City, with a total potential multi-year amount of$376,903.10. Mayor McComb referred to Item 7,execution of a supply agreement for the purchase of traffic signs for Street Operations.A council member expressed appreciation for having the opportunity to tour the new Traffic Management Center.There were no comments from the public. Council Member Smith made a motion to approve the motion,seconded by Council Member Garza. This motion was passed and approved with the following vote: Aye: 9- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 Enactment No: M2017-188 9. Type A Agreement - CCREDC Program Management and Funding Motion authorizing and approving an Agreement between the Corpus Christi Regional Economic Development Corporation and the Corpus Christi Business and Job Development Corporation for management of the Business and Job Development Incentive Program. The Agreement runs from October 1, 2017 to September 30, 2018 and includes an annual payment of$125,000.00. Mayor McComb referred to Item 9,an agreement between the Corpus Christi Regional Economic Development Corporation (EDC)and the Corpus Christi Business and Job Development Corporation (Type A Board)for program management and funding.Assistant City Manager Keith Selman and council members discussed the following topics:the reason the Type A Board is paying the EDC directly instead of reimbursing the City's General Fund and why the agreement does not stay aligned with the City Council; concern that a separate agreement between the Type A Board and the EDC will impact the City Council's relationship with the EDC should the Type A Board and the City Council differ on projects; Type A Board's decisions are ratified by the City City of Corpus Christi Page 12 Printed on 12/15/2017 City Council Meeting Minutes December 12,2017 Council; the EDC would lose funding if the City Council does not approve this action; and consideration to table this item so that the agreement is between the City and the EDC and that funding will be reimbursed from Type A funds to the City. Council Member Garza made a motion to table the item,seconded by Council Member Rubio.The motion to table this item was approved with the following vote: Aye: 9- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 14. First Reading Ordinance -Authorizing the continuation of Texas Municipal Retirement System (TMRS) Updated Service Credits for Current Participants and Increases for Prior and Current Annuities Ordinance authorizing and allowing, under the Act governing the Texas Municipal Retirement System, "Updated Service Credits" in said system for service performed by qualifying members of such system who presently are members of the City of Corpus Christi; providing for increased prior and current service annuities for retirees and beneficiaries of deceased retirees of the City; establishing an effective date for such actions; and providing for severance. Mayor McComb referred to Item 14. Director of Human Resources Steven Viera stated that the purpose of this item is to authorize the continuation of Texas Municipal Retirement System(TMRS)"Updated Service Credits"for current participants and increases for prior and current annuities and to meet the provisions of the collective bargaining agreement with the Corpus Christi Police Officers'Association.The City is currently in an ad hoc status requiring approval by the City Council on an annual basis. City Secretary Rebecca L. Huerta announced that Council Member Lindsey-Opel abstained from this item. There were no comments from the public. Mr.Viera and council members discussed the following topics: current commitments and obligations under the collective bargaining agreement and how bond ratings are affected; and the City increasing its contribution to 22.46%to address the liabilities. (Note:This ordinance was inadvertently listed as a second reading action. Second reading will be held on December 19,2017.) Council Member Rubio made a motion to approve the ordinance,seconded by Council Member Vaughn.This ordinance was passed on first reading and approved with the following vote: Aye: 8- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn City of Corpus Christi Page 13 Printed on 12/15/2017 City Council Meeting Minutes December 12,2017 Abstained: 1 - Council Member Lindsey-Opel 18. Second Reading Ordinance -Approval for the resale of 6 foreclosed properties (1st Reading 11/14/17) Ordinance authorizing the resale of 6 properties for $55,999.00 which were foreclosed upon for failure to pay ad valorem taxes, of which the City shall receive $8,623.22 plus $4,457.60 for partial payment of City paving and demolition liens. Mayor McComb referred to Item 18. City Secretary Rebecca L. Huerta announced that Council Member Garza abstained from this item. Council Member Rubio made a motion to approve the ordinance,seconded by Council Member Smith. This ordinance was passed on second reading and approved with the following vote: Aye: 8- Mayor McComb, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 1 - Council Member Garza Enactment No: 031309 22. Second Reading Ordinance - Nueces Electric Cooperative Electric Franchise (28-Day Delay Required) (1st Reading 11/7/17) Ordinance Granting To Nueces Electric Cooperative, Its Successors And Assigns, A Non-Exclusive Franchise To Construct, Maintain And Operate Lines And Appurtenances And Appliances For Conducting Electricity In, Over, Under And Through The Streets, Avenues, Alleys And Public Rights-Of-Way Of The City Of Corpus Christi, Texas. Mayor McComb referred to Item 22. City Secretary Huerta stated that the City Charter requires that a 28-day delay between the two readings for franchise agreements,with a notice published in the local newspaper upon each reading.The notice upon first reading was overlooked,and the Legal department is recommending the delay of the second reading of the ordinance to allow for the publication to occur. This Ordinance was withdrawn. S. EXECUTIVE SESSION: (ITEMS 48 -49) Mayor McComb deviated from the agenda and referred to Executive Session Items 48 and 49.The Council went into executive session at 1:45 p.m.The Council returned from executive session at 3:08 p.m. 48. 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 emergency City of Corpus Christi Page 14 Printed on 12/15/2017 City Council Meeting Minutes December 12,2017 service districts, the provision of fire and ambulance services, dispatching, 911 services, and Chapter 143 of the Texas Local Government Code. This E-Session Item was discussed in executive session. 49. Executive Session pursuant to Texas Government Code§ 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to the provision of incentives pursuant to any previously executed or proposed economic development/ business incentive agreement(s) between the City and/or related entities and Upper Padre Partners, LP, Gulf Shores Ventures, and/or North Padre Waterpark Holdings, Ltd. and possible development agreements or other funding mechanisms related to the construction of Park Road 22 bridge and related infrastructure, including, but not limited to, bridges, culverts, canals, sewers, lift stations, pump stations, revetments, pilings, and ditches, and pursuant to Texas Government Code§ 551.087 to discuss confidential commercial or financial information pertaining to business prospect(s) that the City seeks to have locate, stay or expand in or near the territory of the City and with which the City may conduct economic development negotiations and/or deliberate possible economic development issues concerning said business prospect(s). This E-Session Item was discussed in executive session. L. RECESS FOR LUNCH The recess for lunch was held during the executive session regarding Items 48 and 49. M. PUBLIC HEARINGS: (ITEM 23) 23. Public Hearing and First Reading Ordinance - Proposed Adoption of the Downtown Area Development Plan Ordinance adopting a new Area Development Plan for the City of Corpus Christi titled "The Downtown Area Development Plan; Rescinding the Central Business Development Plan adopted by City Council Ordinance #025658; providing for severance; and providing for publication. Mayor McComb referred to Item 23,the public hearing and first reading ordinance on the proposed adoption of the Downtown Area Development Plan. Council Member Vaughn made a motion to table Item 23 until receiving the North Beach Area Development Plan,seconded by Council Member Rubio.A brief discussion ensued regarding the Downtown Area Development Plan and the Downtown Parking Action Plan.This item was tabled with the following vote: City of Corpus Christi Page 15 Printed on 12/15/2017 City Council Meeting Minutes December 12,2017 Aye: 9- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 R. BRIEFINGS: (ITEMS 45 -46) 45. User Fee Study Mayor McComb deviated from the agenda and referred to Item 45.City Manager Margie C. Rose explained that City Council allowed staff to work with MGT of America Consulting Group to review the user fees and provide an in-depth cost analysis for the following departments: Fire and EMS, Parks and Recreation, Library,and Police, including Code Enforcement and Animal Care. The City last conducted a comprehensive fee analysis in the late 1980s. City Manager Rose stated that the goal of the analysis was to review the fees and charges internally to periodically update every three to five years. Assistant Director of Management and Budget Saundra K.Thaxton introduced J.Mark Carpenter, Director of Financial Services with MGT of America Consulting Group and department leaders Fire Chief Robert Rocha, Police Chief Mike Markle, Director of Libraries Laura Garcia, and Director of Parks and Recreation Jay Ellington. Ms.Thaxton provided a brief overview of the presentation; the difference between a tax and a use fee;fees cannot exceed the cost of service and the legal implications; best practices to validate fees every three to five years; and the departments and fees included in the study.Mr.Carpenter presented the following information:the scope of work; an overview of the methodology;the cost components; study findings; a summary of current user fees by department and how the recommendations will impact revenue; Libraries user fee changes; Police user fee changes; Parks and Recreation fee study recommendations projected over a five-year period; Parks and Recreation user fee changes; Fire Inspection user fee changes; and EMS user fee changes.Ms. Thaxton discussed the implementation options and next steps for departments to prepare for fee adjustments and move forward with a mid-year adjustment for City Council approval. Council members and the presentation team discussed the following topics: fees that would directly impact citizens and fees that would impact businesses; ambulance fees being paid by Medicaid, Medicare, private insurance or individuals; consideration to develop a policy or ordinance to review fees every three to five years;the City has adjusted fees, but has not had a detailed cost of service review over the last 30 years;the study identifying how much the City is subsidizing services; determining how increasing fees will impact programs; departments identifying areas for improvement to bring costs down; full cost recovery for ambulance services;the fee study was paid for by participating departments; and using the data to benchmark against other communities. 46. Fire Department Staffing City of Corpus Christi Page 16 Printed on 12/15/2017 City Council Meeting Minutes December 12,2017 Mayor McComb referred to Item 46. City Manager Margie C. Rose stated that the purpose of this item is to continue conversations during the budget process regarding Fire Department staffing.The presentation team included: Fire Chief Robert Rocha, Deputy Fire Chief Richie Quintero, and Assistant Fire Chief Kenneth Erben.City Manager Rose presented the following information:the Fire Department's current staffing level is at 414; discussions during the FY 2018 budget process regarding the addition of 15 firefighters to staff newly constructed Fire Station 18; background information on Fire Station 18; total calls for service by type with average response times for 2012-2017; current Fire Department revenues; proposed revenues including from the Texas Ambulance Supplemental Payment Program (TASPP)and increased user fees; FY 2017-2018 Fire Department Budget; existing obligations in the collective bargaining agreement; the budgetary impact of 15 additional firefighters beginning in FY 2018-2019; and the budgetary impact of 5 additional firefighters on a two-year cycle.City Manager Rose stated that Fire Department Administration did a tremendous job searching for additional revenue, however, her position is that some of the additional revenues received should be used for one-time expenditures for the Fire Department and to help relieve the General Fund. After City Manager Rose's presentation,the following topics were discussed: the unfunded pension liability and amortization schedule; an increase in contributions to the Fire pension fund;the service level slide reflecting a decrease in response times;the impact of utilizing existing staff from Fire Station 1 to staff Fire Station 18; concern for the safety of citizens and firefighters; how the Fire Department currently addresses large incident responses;the budgetary impact of hiring 15 firefighters; consideration to place future TASPP revenue and user fee revenue into a savings account to fund additional firefighters; development of a policy on the hiring process for Police and Fire; the City not having had a staffing plan for Fire Station 18;the equipment moved from Fire Station 1 to Fire Station 18;when TASPP funding will be available;the number of times Fire Station 18 has been out of service; identifying a plan to hire an minimum of 9 firefighters; a council member's statement that the City can fund 15 additional firefighters; and whether the budgetary impact of attrition has been addressed. MOTION OF DIRECTION Council Member Guajardo made a motion directing the City Manager to come back with a four-year and six-year plan, beginning FY 2019 to fund 5/5/5 firefighters,seconded by Council Member Vaughn. Discussion on the motion of direction included:the decrease in response times; the number of calls for fires; a majority of the calls being related to EMS; a study reflecting that at no time has all Fire equipment been totally utilized; a council member's statement that her decision to increase firefighter personnel is not based on emotion; and waiting to address Fire staffing as part of the budget process. Council Member Guajardo amended her motion directing the City Manager to bring back a revised plan on January 9, 2018 for a four-year plan for 15 firefighters and a six-year plan for 5/5/5 firefighters beginning FY 2019. AMENDED MOTION OF DIRECTION Council Member Hunter made a motion to amend the motion of direction to City of Corpus Christi Page 17 Printed on 12/15/2017 City Council Meeting Minutes December 12,2017 bring back a revised plan with three options: 1)a four-year plan for 5/5/5 firefighters,2)hiring 9 firefighters,then 3/3; and 3)hiring 5/5/5 firefighters consecutively,seconded by Council Member Rubio. This Amended Motion of Direction was passed and approved with the following vote: Council Members Guajardo, Hunter, Molina, Rubio,and Vaughn,voting "Aye"; Mayor McComb and Council Members Garza, Lindsey-Opel and Smith, voting"No". M. PUBLIC HEARINGS: (ITEMS 23 -25) 24. Public Hearing and First Reading Ordinance - Street Right-of Way Closure at South San Juan Street and Bluntzer Street Ordinance closing, abandoning and vacating a 0.014 acre parcel of public right-of-way, portion out of Los Angeles Hills, Block 1, Lots 38, 39, 40, 41, 42, 43, 44, and 45, a map of which is recorded in Volume 4, Page 26, Map Records of Nueces County, Texas and requiring the owner, Corpus Christi Produce Company, Inc., to comply with specified conditions. Mayor McComb referred to Item 24,the public hearing on the street right-of-way closure at South San Juan and Bluntzer Streets. Interim Director of Development Services Bill Green stated that the purpose of this item is to close and abandon a.014-acre parcel of public right-of-way at the request of Corpus Christi Produce Company, Inc.as their facility, built in the 1940s, encroaches into the public right-of-way. Mayor McComb opened the public hearing. There were no comments from the Council or the public. Mayor McComb closed the public hearing. Council Member Garza made a motion to approve the ordinance,seconded by Council Member Smith. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Lindsey-Opel, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Absent: 1 - Council Member Hunter Abstained: 0 25. Public Hearing and First Reading Ordinance - Rezoning property located at 8154 Leopard Street and 8128 Leopard Street Case No. 0917-02 Ardoin Inc.: A change of zoning from the "CG-2/SP" General Commercial District with Special Permit to the "IL" Light Industrial District. The property is described as being Suntide Industrial Park, Block 2, Lots 1 and 2, located along the north side of Leopard Street, east of Tuloso Road, and west of Suntide Road. City of Corpus Christi Page 18 Printed on 12/15/2017 City Council Meeting Minutes December 12,2017 Planning Commission and Staff Recommendation (November 1. 2017): Approval of the change of zoning from the "CG-2/SP" General Commercial District with Special Permit to the "IL" Light Industrial District. Ordinance: Ordinance amending the Unified Development Code ("UDC"), upon application by Ardoin Inc. ("Owner"), by changing the UDC Zoning Map in reference to Suntide Industrial Park, Block 2, Lots 1 and 2, from the "CG-2/SP" General Commercial District with Special Permit to the "IL" Light Industrial District; amending the Comprehensive Plan to account for any deviations; and providing for a repealer clause and publication. Mayor McComb referred to Item 25,the public hearing on rezoning property located at 8154 Leopard Street and 8128 Leopard Street. Interim Director of Development Services Bill Green stated that this rezoning request is as a result of a code violation regarding the existing special permit relating to container stacking within fifty feet of the property to the north and complaints about noise and dust being a nuisance to the residential neighborhood to the north of the subject property. The applicant is seeking to rezone the property in order to sell or lease storage space for materials,containers and office trailers. The existing special permit is related to the storage of oil field-related products. Mr.Green stated that the Planning Commission and staff recommend approval of the zoning change. Mayor McComb opened the public hearing. Martin Flores, 1909 Tawakoni Street,spoke regarding noise and dust concerns. Mayor McComb closed the public hearing. Council members,staff and the applicant's representative Jacob Glaze discussed the following topics: container stacking; protecting the residential interest of the neighborhoods to the north of the subject property; noise from the back up warning devices on forklifts; certificates of occupancy and building permits; what type of operations/uses can occur in the present zoning; special permitting considerations; code violations regarding container stacking;the zoning designations and uses of surrounding properties; safety concerns regarding the height containers are stacked; the number of containers onsite; the applicant's communication with residential neighbors;the applicant utilizing a buffer zone, relating to the proximity of stacked containers to the property line; council members and the applicant having additional conversations with residential neighbors; and the various methods used to notify neighbors of the requested change in zoning. Council Member Vaughn made a motion to table this item, seconded by Council Member Hunter. This Ordinance was tabled with the following vote: Aye: 8- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Rubio and Council Member Vaughn Abstained: 1 - Council Member Smith City of Corpus Christi Page 19 Printed on 12/15/2017 City Council Meeting Minutes December 12,2017 Mayor McComb called for a recess at 6:02 p.m. Mayor McComb reconvened the Council meeting at 6:20 p.m. P. FUTURE AGENDA ITEMS: (ITEMS 40-41) Mayor McComb deviated from the agenda and referred to Future Agenda Items 40 and 41.City Secretary Rebecca L. Huerta announced that Council Member Hunter recused himself from Items 40 and 41. City Attorney Miles K. Risley presented these items. 40. Authorizing payment for existing insurance coverage package with TML Intergovernmental Risk Pool up to $398,589 annually, and authorizing future coverage renewals after competitive quotes Motion authorizing the annual payment for an existing insurance coverage package with the TML Intergovernmental Risk Pool (TML Risk Pool) for the following insurance-type coverages for which the private markets have not provided a cost-effective alternative to the TML Risk Pool (Excess Aviation, Airport Liability, TB Clinic Automobile Liability, TB Clinic General Premises Liability, Animal Mortality for Police Dogs, Auto Physical Damage for High Value Vehicles, Auto Catastrophe, Crime Public Employee Dishonesty, Crime Forgery, Crime Theft, Crime Computer Fraud, Gas Utilities, and High Value Mobile Equipment) in a total amount not to exceed $398,589,authorizing the City Manager or designee to execute the latest form TML Risk Pool agreements, authorizing the addition of FEMA-mandated coverages available from TML that are a condition of federal disaster reimbursement, and authorizing payments in future years to the extent they are (1) budgeted and (2) for which City staff and/or the City's broker of record have obtained competing quotes for the aforesaid coverages from the private market and determined that privately-obtained coverages are not cost-competitive to the TML Risk Pool quote for that year. This Motion was recommended to the consent agenda. 41. Broker Services for Insurance Coverages including Excess Workers Compensation and Excess Liability Motion authorizing the City Manager to execute an amendment to the Broker of Record Services Agreement with Carlisle Insurance Agency in an added amount of$60,000 per year providing for added broker services for insurance coverages including Excess Workers Compensation and Excess Liability and providing for the obtaining of competitive quotes for any insurance line of coverage placed through the TML Intergovernmental Risk Pool and providing for renewal of said services agreement for the two years that will be remaining on the services agreement issued pursuant to Request for Proposal Event No. 71 in 2015. City of Corpus Christi Page 20 Printed on 12/15/2017 City Council Meeting Minutes December 12,2017 This Motion was recommended to the consent agenda. N. REGULAR AGENDA: (ITEM 26) 26. Financial Advisor Services for a One-Year Not-to-Exceed Amount of$196,000.00, with Four One-year Options and a Total Potential Multi-Year Not-to-Exceed Amount of$980,000.00 Motion authorizing the City Manager or designee to execute a one-year service agreement with Estrada Hinojosa & Company, Inc., of Dallas, Texas, for financial advisor services for the Finance Department, in accordance with RFP No. 1306, based on the best value proposal for a not-to-exceed amount of$196,000.00 to be funded in FY2017-18 primarily from bond proceeds, with up to four one-year options to renew subject to the sole discretion of the City and a total potential multi-year amount not-to-exceed $980,000.00. Mayor McComb referred to Item 26. Assistant Director of Hinancial Services Kim Baker stated that the purpose of this item is to execute a one-year service agreement with Estrada Hinojosa&Company, Inc.,of Dallas,Texas for financial advisor services. In response to a council member's question, Ms. Baker stated that a decrease in the service provider's original price was negotiated and is reflected in this agreement. There were no comments from the public. Council Member Rubio made a motion to approve the motion,seconded by Council Member Molina. A council member, City Manager Margie C. Rose and City Attorney Miles K. Risley discussed the following topics: whether the City's financial advisor works for the City Council or the City Manager;the contract's termination provision, including,terminating for convenience;the City Council having the right to terminate the contract, instead of that authority residing with the City Manager; the purpose of the contract and to whom the City's financial advisor will provide advice; concerns that city staff could terminate the agreement,for convenience,to retaliate against the Council for having gone against staff's recommendation of financial advisor; staff's professional responsibility to follow Council's direction;that staff"getting back"at Council would be unprofessional;the requirements regarding and the process of terminating a contract; the Council's desire for more information and involvement; Council's future connectivity with this agreement; how the amount paid to the City's financial advisor is determined; ensuring the City Manager has sufficient leeway to terminate the agreement when needed; the length of the initial term of the contract and extensions; the rarity with which the city has terminated contracts for convenience; and the cost of terminating this agreement for convenience. This Motion was passed and approved with the following vote: City of Corpus Christi Page 21 Printed on 12/15/2017 City Council Meeting Minutes December 12,2017 Aye: 9- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 Enactment No: M2017-189 O. FIRST READING ORDINANCES: (ITEM 28) 28. First Reading Ordinance - Creating Restrictions for Barge Dock Parking Ordinance adding Chapter 53, Section 178 "Barge Dock Parking" to the Corpus Christi Code of Ordinances to prohibit parking at barge dock from 6:00 p.m. to 6:00 a.m.; and providing an effective date, for severance, for penalty and for publication. Mayor McComb deviated from the agenda and referred to Item 28. Assistant City Manager Keith Selman stated that the purpose of this item is to prohibit parking at the barge dock from 6:00 p.m.to 6:00 a.m.in order to manage after-hour access. There were no comments from the public. In response to a council member's questions, Mr.Selman stated that gates are also to be installed as an additional restriction. Director of the Art Museum of South Texas Joe Schenk spoke in favor of the recommended restrictions on the barge dock. Council members, Mr.Selman and Chief of Police Mike Markle discussed the following topics: that with this change, individuals would be prohibited from parking for the purpose of fishing;that this change does allow for controlled event-parking; and steps taken to-date at the barge dock to curb mischief and damage to City property. Council Member Rubio made a motion to approve the ordinance,seconded by Council Member Hunter. Council members, Chief Markle and Business Liaison Alyssa Barrera discussed the following additional topics: the consequences on downtown parking of eliminating this as a general parking area;the frequency and type of mischief that is occurring; resources utilized to police the barge dock;that parking on Shoreline will remain available; and the newly-created loading zone in front of the American Bank Center. This Ordinance was passed on first reading and approved with the following vote: Aye: 9- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn City of Corpus Christi Paye 22 Printed on 12/15/2017 City Council Meeting Minutes December 12,2017 Abstained: 0 N. REGULAR AGENDA: (ITEMS 27) 27. Resolution approving submission of City projects for the Corpus Christi MPO 2018 Transportation Alternatives Set-Aside Program Resolution supporting and approving the submission nominations with Corpus Christi Metropolitan Planning Organization for the Fiscal Year 2019 and Fiscal Year 2020 Transportation Alternatives Set-Aside Program (TASAP) for Schanen Hike & Bike Trail extension, Phase 4 and Dr. Hector P. Garcia Hike and Bike Trail, Phase 2. Mayor McComb deviated from the agenda and referred to Item 27. Director of Parks and Recreation Jay Ellington stated that the purpose of this item is to provide for City Council approval of nominations for the Transportation Alternatives Set-Aside Program (TASAP)for the purpose of securing federal/state funds,with local matching funds,for the following non-motorized transportation alternative programs: Schanen Hike& Bike Trail extension, Phase 4 and the Dr. Hector P.Garcia Hike and Bike Trail, Phase 2. There were no comments from the public. In response to a council member's question, Mr. Ellington discussed current and future connectivity of these two trails with others in the city;the City's match;the total cost of each trail extension; and how these bike trail extensions fit into the City's overall priorities. Council Member Lindsey-Opel made a motion to approve the resolution, seconded by Council Member Molina. This Resolution was passed and approved with the following vote: Aye: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Nay: 1 - Mayor McComb Abstained: 0 Enactment No: 031313 O. FIRST READING ORDINANCES: (ITEMS 29 - 35) 29. First Reading Ordinance - Lease Agreement for hangar, office and parking space at Corpus Christi International Airport for operation of flight school facility Ordinance authorizing the City Manager, or designee, to execute a 36-month lease agreement, with two 12-month options to extend, with Sterling Air Service, LLC, for the use and development of aeronautical City of Corpus Christi Page 23 Printed on 12/15/2017 City Council Meeting Minutes December 12,2017 facilities and property at the Corpus Christi International Airport upon payment of the monthly lease amount. Mayor McComb referred to Item 29. Director of Aviation Fred Segundo stated that the purpose of this item is a flight school and installation of self-fueling tanks,for use by Sterling Air Service aircraft,for a fair market annual rate of $31,650. The flight school will be operated in collaboration with Del Mar College. The Airport Board unanimously recommends approval of this item. There were no comments from the public. Council Member Lindsey-Opel made a motion to approve the ordinance, seconded by Council Member Rubio. A Council Member stated that the price at which the City is leasing the space is 15 cents per square foot. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Rubio and Council Member Vaughn Nay: 1 - Council Member Smith Abstained: 0 30. First Reading Ordinance -Appropriating Funds from FAA Grant 56 and from Airport Operating Reserve to fund East General Aviation and Terminal Apron Improvements; Amending the FY 2018 CIP Budget For Corpus Christi International Airport (CCIA) Ordinance appropriating $676,651.90 from Federal Aviation Administration Grant No. 3-48-0051-056-2017 in the No. 3020 Airport Capital Improvement Fund; appropriating $75,183.54 from the No. 4612 Airport Operating Reserve Fund and transferring to the No. 3018 Airport Capital Reserve Fund for the Corpus Christi International Airport's East General Aviation and Terminal Apron Projects; amending the FY2017-18 Capital Improvement Program Budget adopted by Ordinance No. 031249 by increasing revenues and expenditures by $751,835.44 each. Mayor McComb referred to Item 30. Director of Aviation Fred Segundo stated that the purpose of this item is to appropriate$676,651.90 from the Federal Aviation Administration(FAA)Grant 56 and$75,183.54 from the Airport Operating Reserve to provide engineering services related to the east terminal apron projects and to amend the FY 2016 capital improvement budget by increasing revenues and expenditures by$751,835.44. Mr.Segundo stated that the FAA will provide 90%of the project's funding,with the remaining 10%to be funded through the Airport's Operating Reserve. The Airport Board unanimously recommends approval of this item. There were no comments from the public. This Ordinance was passed on first reading and approved with the following City of Corpus Christi Page 24 Printed on 12/15/2017 City Council Meeting Minutes December 12,2017 vote: Aye: 9- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 31. First Reading Ordinance - Removing a Portion of the One-Way Designation Along Lawrence Street(Between Shoreline Boulevard and Water Street) Ordinance amending Section 53-250(a) of the Code of Ordinances that in accordance with Section 53-104 and when properly signposted, traffic shall move only in one direction upon designated sections of Lawrence Street and both directions in undesignated section; providing for severance; and providing for publication. Mayor McComb referred to Item 31. Executive Director of Public Works Valerie Gray stated that the purpose of this item is to change the traffic flow along Lawrence Street between Shoreline Boulevard and Water Street from one-way to two-way to allow motorists easier access to downtown. Ms. Gray stated that this proposed ordinance amendment was approved by the Traffic Advisory Commission. There were no comments from the public. Council members and Ms. Gray discussed the following topics: changes to parking configuration, striping, signage and traffic signals; coordination among various plans that affect downtown; the traffic configuration of surrounding streets; analysis of downtown traffic; and downtown street direction/traffic flow versus parking plans. Council Member Hunter 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: Aye: 9- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 32. First Reading Ordinance - Closing of a utility easement at 2129 Meandering Oaks Drive Ordinance abandoning and vacating a 0.040-Acre portion of an existing utility easement out of a portion of Flour Bluff and Encinal Farm and Garden Tracts, Section 40, Lot 8 and Shoreline Vista, Block 10, Lot 1 and requiring the owner, Mary J. Cole, to comply with the specified conditions. Mayor McComb referred to Item 32. Interim Director of Development Services City of Corpus Christi Page 25 Printed on 12/15/2017 City Council Meeting Minutes December 12,2017 Bill Green stated that the purpose of this item is to vacate and abandon a 1,762 square foot portion of an existing utility easement located at 2129 Meadering Oaks Drive,as requested by Mary J.Cole,as a house was built over a property line and the subject utility easements. There were no comments from the public. Council Member Hunter 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: Aye: 9- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 33. First Reading Ordinance - Exemption from the Wastewater Lot or Acreage Fees for Holly Industrial Subdivision, Lot 1-B is located east of Ayers Street and north of Holly Road Ordinance exempting Holly Industrial Subdivision, Lot 1-B located north of Holly Road and east of Ayers Street from the payment of wastewater lot or acreage fees under Section 8.5.2.G.1 of the Unified Development Code; requiring the owner/developer to comply with the specified conditions. Mayor McComb referred to Item 33. Interim Director of Development Services Bill Green stated that the purpose of this item is to exempt a wastewater lot or acreage fee for the Holly Industrial Subdivision property owned by Mr.Arnold Leal who is platting the 1.47-acre parcel to install a billboard. Staff and the Planning Commission recommend approval of the wastewater lot or acreage fee exemption. There were no comments from the public. Council members and Mr.Green discussed the following topics: structures on the property; that a billboard is to be placed on the property; and future wastewater plans for the area. Council Member Rubio made a motion to approve the ordinance,seconded by Council Member Molina. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Rubio and Council Member Vaughn Nay: 1 - Council Member Smith Abstained: 0 34. First Reading Ordinance - Exemption from the Wastewater Lot or Acreage Fees for Harris Acres, Lot 1, Block 1 located west of Flour Bluff Drive and north of Glenoak Drive City of Corpus Christi Page 26 Printed on 12/15/2017 City Council Meeting Minutes December 12,2017 Ordinance exempting Harris Acres, block 1 lot 1, north of Glenoak Drive and west of Flour Bluff Drive, from the payment of the wastewater lot or acreage fees under section 8.5.2.g.1 of the Unified Development Code; requiring the owner/developer to comply with the specified conditions. Mayor McComb referred to Item 34. Interim Director of Development Services Bill Green stated that the purpose of this item is to exempt a wastewater lot or acreage fee for a property in Harris Acres owned by David and Christina Harris who plan to build a single-family home on a 4.07-acre tract. Staff recommends approval of the wastewater lot or acreage fee exemption. There were no comments from the public. Council Member Lindsey-Opel made a motion to approve the ordinance, seconded by Council Member Garza. This Ordinance was passed on first reading and approved with the following vote: Aye: 9- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 35. First Reading Ordinance -Authorizing the Issuance of Revenue Refunding Bonds Ordinance authorizing the issuance of"City of Corpus Christi, Texas Utility System Subordinate Lien Revenue Refunding Bonds, Series 2018" in an amount not to exceed $34,835,000; making provisions for the payment and security thereof by a subordinate and inferior lien on and pledge of the net revenues of the City's Utility System; 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 the ordinance; and providing an effective date. Mayor McComb referred to Item 35. Director of Finance Constance Sanchez stated that the purpose of this item is to authorize the issuance of utility system revenue bonds in an amount not to exceed$34,835,000 to refund debt associated with Choke Canyon Dam and it includes approval of a financing agreement with the Texas Water Development Board. Ms.Sanchez stated that the outstanding balance that the Bureau of Reclamation shows for this debt is City of Corpus Christi Paye 27 Printed on 12/15/2017 City Council Meeting Minutes December 12,2017 $42.2 million; that the City used$8 million in cash in a reserve, specifically for Choke Canyon,to pay down the balance,thus reducing the amount to be borrowed to$34.8 millon;the debt is made up of two components,the debt for the Choke Canyon Reservoir,scheduled to be paid off in 2029, and the fish and wildlife recreation,scheduled to be paid off in 2024;the structure of this refunding is that both pieces were rolled up into one issuance, due in 2029, shaving off 15 years of debt payment; and, by this refunding,the interest rate on the debt will be decreased from the current rate of 5.116%to a projected rate of 2.45%; the shorter life of the bond and the reduced interest rate will result in a combined savings of more than$22 million in debt payments;the Texas Water Development Board is willing to accept a subordinate third lien on net revenues for the repayment of these bond proceeds,thus, not impacting the City's debt service covenants; additional savings will be realized since no bond ratings will be required and no underwriter's discount will be paid because the bonds will be purchased by the Texas Water Development Board; and that City staff was advised that a federal legislative solution,without substantiation for loan forgiveness,would not be successful. There were no comments from the public. Council Member Smith 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: Aye: 9- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Rubio, Council Member Smith and Council Member Vaughn Abstained: 0 P. FUTURE AGENDA ITEMS: (ITEMS 36 - 39 AND 42) Mayor McComb referred to Future Agenda Items.City Manager Margie C. Rose stated that staff had planned presentations on Items 37,38 and 39. Mayor McComb requested information on Item 36. 36. Resolution reaffirming the City of Corpus Christi's Investment Policy and Investment Strategies for fiscal year 2017-2018. This Resolution was recommended to the consent agenda. 37. Software hosting and support Service Agreement for the City Performance Report in the amount of$39,600.00 with option to extend for four additional years for a potential multi-year not-to-exceed amount of$212,000.00 Motion to reinstate and extend Service Agreement No.946 with Brio Consulting, LLC, and authorize the City Manager or designee to execute Amendment No. 2 for one year of software hosting and support services for$39,600.00 with options to extend for up to four additional one-year- periods and subject to a possible annual increase not-to-exceed the U.S. rate of inflation, with a total potential multi-year amount not-to-exceed City of Corpus Christi Paye 28 Printed on 12/15/2017 City Council Meeting Minutes December 12,2017 approximately $212,000.00. This Motion was recommended to the consent agenda. 38. Resolution Approving Street Preventative Maintenance Program 2018 SPMP Work Plan (Year- 5) (Council Priority- Streets) Resolution approving the concepts, direction, and general work plan for the fifth year of the Street Preventative Maintenance Program (SPMP) - "2018 SPMP Work Plan (Year- 5)." This Resolution was recommended to the consent agenda. 39. Professional Services Contract for Street Preventative Maintenance Program (SPMP) 2018 (Council Priority - Streets) Motion authorizing the City Manager, or designee, to execute a professional services contract with LNV, Inc. of Corpus Christi, Texas in the amount of$698,457 for continued implementation of the 2018 Citywide Street Preventative Maintenance Program (SPMP). This Motion was recommended to the consent agenda. 42. Resolution to adopt the Downtown Parking Action Plan Resolution of the City Council of the City of Corpus Christi, Texas adopting and approving the Downtown Parking Action Plan for the City's TIRZ#3 Area. This Resolution was recommended to the consent agenda. Q. FUTURE CORPORATION MEETINGS: (ITEMS 43 -44) 43. Special North Padre Island Development Corporation Meeting This Corporation Meeting was recommended to be held. 44. Special Board Meeting of the Corpus Christi Housing Finance Corporation This Corporation Meeting was recommended to be held. R. BRIEFINGS: (ITEM 47) 47. Homeless Recommendations Update Mayor McComb referred to Item 47. Director of Housing and Community Development Rudy Bentancourt provided a an update on homeless recommendations covering the following topics: Status Update#1 - Recommendation#1 Coordinated Entry and next steps; Status Update#2- City of Corpus Christi Paye 29 Printed on 12/15/2017 City Council Meeting Minutes December 12,2017 Recommendation#4 Family Reunification Program and next steps; Strategy Update#2-Recommendation#2 Homeless Work Program and next steps; Strategy Update#3-Recommendatioin#3 Tiny Homes and next steps; and that in February 2018, City staff will return to the City Council with a status update on#1 and#4 and a strategy update on#2 and#3. Council Members discussed the following topics: reservations regarding Recommendation#3 Tiny Homes; and moving up in the order of the agenda any future item dealing with homelessness. S. EXECUTIVE SESSION: (ITEMS 50 -51) Mayor McComb referred to Executive Session Items 50 and 51.The Council went into executive session at 7:54 p.m.The Council returned from executive session at 8:35 p.m. 50. 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 construction bids for the Oso Water Reclamation Plant Headworks and Lift Station Project, Chapter 252 of the Texas Local Government Code, and related case law. This E-Session Item was discussed in executive session. 51. 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, desalination, potential interlocal agreements with water districts and other governmental entities involving water or other utility services, utility rate regulation, reuse, provisions of the Texas Utility Code, TCEQ Regulations, EPA regulations, and other laws and regulations, potential agreements for the 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, and potential creation of entities that could provide or assist in the provision of the aforementioned services, and pursuant to Texas Government Code § 551.087 to discuss confidential commercial or financial information pertaining to the aforesaid business prospect(s) that the City seeks to have locate, stay or expand in or near the territory of the City and with which the City may conduct economic development negotiations and/or deliberate possible economic development issues concerning said business prospect(s), including, but not limited to, potential contracts for the provision of water to said business prospect(s). This E-Session Item was discussed in executive session. T. IDENTIFY COUNCIL FUTURE AGENDA ITEMS Council Members asked for the following items to be placed on a future City of Corpus Christi Page 30 Printed on 12/15/2017 City Council Meeting Minutes December 12,2017 agenda: a Tax Increment Reinvestment Zone for North Beach; exploring a City Christmas festival; and a discussion regarding ordinances relating to animal control,specifically the trap-neuter-release option. U. ADJOURNMENT The meeting was adjourned at 8:37 p.m. City of Corpus Christi Page 31 Printed on 12/15/2017 City Of Corpus Christi ARTS & CULTURAL COMMISSION BOARD DETAILS UThe Arts & Cultural Commission recommends the use, location, lease or purchase of works of art to be considered a part of the beautification or cultural development of the City; to advise owners of private property in relation to beautification of their properties; to prepare specifications for the maintenance of works of art and to inspect such work for the guidance of the City departments concerned; to advise with respect to the design of buildings, bridges or other structures on city property if submitted to the Commission; to study and evaluate the activities in and the uses made of the Bayfront Arts & Science Park, and to plan the Park's development for future activities and uses. .............................................................................................................................................................................................................................................................................................................................................................. COMPOSITION `ghne O inne nnfcers appohled by lhe I"d ycnr mull jeccl�o co of nnn lb n by line Co urnbl lor llniee-ye r lennns lo pr vrde dvrce cern Il n:w&fica6o n and c ulMr l developinnei l of flhe Idly. The Coinnlnnlssb n shall r Ocie sei l the follo vhnd cal goo (0) i 0 I`lrfillr� lirnd I3��ci�.„s� inllinr�^s(0) ° Ic:cnincninnc: I�',l�n°� Icn�ainr� inl/�i�cnnuri�inr � �ar���wrnllfnr�.^; (0; 1��xdbhc, p ce/6'G.ull lic AQ rn:n�ai�..se nla inv. (0)Yo ulln/l°.dGucalio n i�..�ar�.se nla inv.., ( } DETAILS Fxerforintirnd Ai is repi esernla6v. (0}vs u l Arris reprn:.ser'nla inv.., ('0)Ardkemre repiesernla inv. (0} I11°+giner °°dGuc: '6o n represe nlalivernd(0) Il nushness L',levelopinnei l Gr pups/camcnrpor le rep esernla inv...Tl.e Ccninninflss rrn inay organize and elect Chah rn a n annually and adqA such adinhnisVaive procedures as are necessary ry lcn accoinpisin is purposes. CREATION/AUTHORITY Sec. 2-0 Qd,Code of card irn rnc:es. Ord. 1qo. 82 - 0 fc 2 0-66�8894 -6-d-68l 975 - d-20-700 0 966-3 0Q-87f I' 8 -023 -8-29-89,2029 - 5-3-88 20674 -d-06-8 . 023432- 9-8-98 02 8809 0Q/2u00. MEETS 4.00 p.iny., 2nd"f"n.uesd y of ..very inno nllh, Cy II°°4xll, IBaseinne i l C cnrnfer..rnce IRooiny. TERM DETAILS Three a e yea slagge ed lennnnn. DEPARTMENT Flailks and I ec:ra=,nn6o n I�)epai linne nl OTHER INFORMATION ARTS & CULTURAL COMMISSION Page 1 of 1 Arts and Cultural Commission Members December 19, 2017 Four (4) vacancies with terms to 9/1/20 representing the following categories: 1- Architecture Representative, 1- Higher Education Representative, 1- Marketing Representative and 1- Youth\Education Representative. (Note: Appointed by the Mayor subject to confirmation by the City Council.) Sarah E. Coles Paul Duke Brad Kisner Stephen Rybak ARTS & CULTURAL COMMISSION Seeking reappointment IMMIMMittit District 2 Partial 09/01/17 Chair Youth/Education Representative 75% 3/4 meetings ARTS & CULTURAL COMMISSION Met the six-year term limitation District 5 2 ARTS & CULTURAL COMMISSION Met the six-year term limitation District 4 2 ARTS & CULTURAL COMMISSION Resigned Dr Laura A. Petican ARTS & CULTURAL COMMISSION Cathy Harrison Shelly' Hilda Lamas Active ARTS & CULTURAL COMMISSION Active ARTS & CULTURAL COMMISSION ARTS & CULTURAL COMMISSION Active Sharon Sed ick AR CULTURAL COMMISSION District 1 2 09/01/17 09/01/17 09/01/18 Member Architecture Representative Member Higher Education Representative Member Marketing Representative District /18 M Visual Arts Representative Economic Development/ District 4 2 09/01/18 Member Tourism Representative Public Space/ Public Art Representative 4 1 09/01 District 4 1 ember 09/01/19 Member Performing Arts Representative Business Development Groups/Corporate Representative Arts and Cultural Commission Members December 19, 2017 John R. Borys ARTS & CULTURAL COMMISSION District 4 John Borys and Associates 4224 Ocean Drive #132 Corpus Christi TX 713-416-8422 Higher Education or Marketing Holiday Inn Corpus Christi Airport 5549 Leopard St. Corpus Christi TX 361-289-4119 Marketing Wallace W. Echols, Jr. ARTS & CULTURAL COMMISSION District 4 /Hotel Equities Stephanie M. Garcia ARTS & CULTURAL COMMISSION District 5 House of Rock 511 Starr St. Corpus Christi TX Marketing Nicholas P. Gignac ARTS & CULTURAL COMMISSION District 4 Gignac & Associates LLP 416 Starr St. Corpus Christi TX 361-884-2661 Architecture Youth/Education or Higher Ramon Gutierrez ARTS & CULTURAL COMMISSION District 1 Spectra Food Services 402 Harbor Dr. Corpus Christi TX 361-879-0125 Education or Marketing Jason B. Houlihan ARTS & CULTURAL COMMISSION District 4 Del Mar College 101 Baldwin Corpus Christi TX 361-698-1123 Higher Education or Marketing Carolyn M. Mauck ARTS & CULTURAL COMMISSION District 4 Del Mar College 101 Baldwin Corpus Christi TX 361-698-1338 Higher Education Corpus Christi Convention and Visitors 101 North Shoreline Blvd., Shelby A. Tate ARTS & CULTURAL COMMISSION District 4 Bureau Suite 430 Corpus Christi TX 361-826-0656 Marketing Corpus Christi Convention and Visitors 101 North Shoreline Blvd., Emily C. Zertuche ARTS & CULTURAL COMMISSION District 5 Bureau Suite 430 Corpus Christi TX 361-336-0060 Marketing CITY OF CORPUS CHRISTI Submit Date: Nov 28, 2017 Application for a City Board, Commission, Committee or Corporation Profile John R Borys Prefix First Name Middle Initial Last Name Suffix Email Address Street Address Suite or Apt State City Postal Code What district do you live in? W District 4 (Note: If you do not know your district click here) Current resident of the city? r. Yes r No If yes,how many years? Are you a registered voter? r. Yes r No Primary Phone Alternate Phone ,John,Borys lland Associates 'Olwlnler ,'ll''''IlI Employer Job Title 4224 Ocean Drive #132 Work Address-Street Address and Suite Number John R Borys Corpus Christi Work Address-City TX Work Address-State 78411 Work Address-Zip Code I(1 7 1 1 1 1 3 1)I 1 416-8422 Work Phone jbabranding@mac.com Work E-mail address Preferred Mailing Address Work Address Which Boards would you like to apply for? ARTS & CULTURAL COMMISSION: Submitted Interests & Experiences Do you currently serve on any other it board, commission or committee at this time? Ifso, please list: No. Education, Professional and/or Community Activity (Present) BFA, Advertising and Fine Art, Teach at Corpus Christi Camera, Have a small advertising agency. Have 30 years of expertise in marketing and advertising. Worked in New York, Dallas, Houston have been in the marketing and advertising industry my whole career. Why are you interested in serving on a City board, commission or committee? I want to help Corpus Christi grow creatively and help the art efforts in Corpus Christi become a major part of what can attract visitors to come to Corpus Christi. JRQ RESUME a.pdf Upload a Resume John R Borys CLIENT LIST By industry.pdf Please Upload any additional supporting documents. Demographics Ethnicity Caucasian/Non-Hispanic Gender W Male Verification it Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to it Code of Ordinances, Section 2-65, which states that all members of it boards and commissions, including ad hoc committees, appointed by the its must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. I Agree it Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to it Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree John R Borys Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the it r Yes r. No Do you, your spouse, your business or your spouse's business have a City contract? r Yesr. No Does your employer or your spouse's employer have a City contract? r Yes r. No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? r Yes r. No John R Borys Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the it r Yes r. No Do you or your spouse have a pending claim, lawsuit or proceeding against the it r Yes r. No If you answer " s" to any of the questions above, please explain or ask to speak with the City's Legal Department. No Board-specific questions (if applicable) Question applies to ARTS& CULTURAL COMMISSION Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? W Visual Arts (painting, sculpture, arts media) W Public Art / Public Space W Higher Education W Economic Development /Tourism W Marketing W Business Development Groups / Corporate Representative W Performing Arts (music, dance, drama, film) John R Borys John Borys 11 MEN III 11 MEN lii 11 inIN Advertising communications expert providing innovative customer digitaL experiences. My forte is integrating strategic creative messaging across aLL platforms to aLL customer touch-points.Two plus decades of C213, B213 businesses creative campaigns that seLL. A proven track record of developing winning brand strategies, creating innovative creative campaigns, providing leadership and supervision and working with clients. Worked in New York and a past owner of two successful advertising agencies. SUL Sets: Brand strategy, creative concepts, content creation, thought leadership, collaboration, facilitating, leading cross-functional teams, expert in print, broadcast and digital. Well versed in multi-channel brand executions, integrating social media developing customer value optimization, lead magnets, paid traffic, writing creative briefs, logos, supervision, lead-generation, developing and supervising both tactical and image campaigns across all customer touch-points in all media both traditional and digital. I am a life long learner and love helping creative people be all they can be. GLobaL experience in creating digitaL communications soLutions. Functioning as a change agent, responsible for the re-branding of a 30M international account Skaugen PetrcTrans with offices in Houston, Oslo, Aberdeen SPT's website increased its inquiries 300%. Within the first month after launch, Skaugen PetrcTrans had more inquiries than it did in the previous past three years. Worked in Oslo, Stockholm and Houston implemented a creative resource system to manage assets, worked with international vendors, multi-client contacts, supervised a cross-functional team, oversaw research, wrote creative briefs and formed consensus to gain approval of a new brand strategy and buy-in from multiple stakeholders worldwide. The company was successfully sold to http:// teekay.com wwwjohnborys.com, Creative services, Photography, Fine Art, Corpus Christi, TX, Principal.(2017)Current position Design/Agency resource for strategic creative and brand projects. Project consulting, new business pitches, project management, facilitator, collaborations, special projects. Photography: Both Commercial and consumer - People, lifestyle, products, location, studio and animals. 0 have directed over 2,000 photo-shoots as an art director and creative director over the past twenty years and love working with art directors and creative directors. I also teach photography to small groups and individuals. My specialties are: People, dogs, products, life-style and location. Fine Artist: Painting, drawing, multi-media. My work is focused on the language of art and the mediums we use to visually communicate. JB&A, Inc., Houston,TX,Austin TX, Principal.(2007-2oi6) Brand Strategy and creative to a variety of accounts in Austin and Houston. Work includes brand strategy and creative content to produce innovative client experiences. Websites, mobile content strategy and design, integrating creative content across all media, management and supervision, working and leading cross-functional teams, customer value optimization, social media strategy and execution. I have been focusing on helping my clients communicate their product/service advantages across multiple platforms creating innovative, persuasive experiences for their customers. Point 3 Communications, Houston,TX, Principal.(1998-2007) Produced award-wining broadcast for The Mattress Firm. Created tangible brand equity with the creative "Get Real" campaign for a live streaming video game company DWANGO that was successfully sold to a large Japanese game development firm. Won a Gold award in the Houston Ad Federation show for a healthcare campaign for Ermosa Center For Aesthetic Plastic Surgery. Wrote and directed a radio campaign for the Bank of Antigua, recorded and produced on location in Antigua. Created the fist double truck print ad that drove traffic to a website in the Houston real estate market. (Royce bu i Iders.com). Responsible for all US marketing efforts for two large scale hotels in Los Cabos and Mexico City, Mexico. Designed the Kolache Factory logo and all in store Point of Sale and franchise materials. Generated inquires for franchises, that resulted in them growing from 3 to 23 locations. NW Ayer, New York NY, Houston,TX, Creative Director(1992-1996) Worked in New York and Houston offices with the people that brought you "A Diamond is forever" De Beers Jewelery, "Be All You Can Be" US Army, and "Reach Out And Touch Someone" for AT&T. Lead a team Of 20 creative and production people. Responsible for the "Kids fly Free Program" for Continental Airlines which ran in 35 national markets and Cost $7M to produce. Products included broadcast, billboard, radio, print, collateral, and direct mail. Other accounts serviced were Continental Express and Alley Theatre. Levinson & HILL, Dallas,TX, Creative Director(1991-1992) Standardized and helped integrate all 55 of Baylor Healthcare products into a cohesive and unified graphic standard. Accounts included Universal Studios, Baylor Healthcare and Tony Roma's Restaurants. Borys Moore, Inc., Dallas,TX, Principal., (1989-1991) Created, logos, collateral, print campaigns, radio, newspaper ads. DBG&H, Dallas,TX Associate Creative Director, ft986-1988) This agency had $70M worth of Real Estate accounts at the time, Ebby Halliday, Ellen Terry, Pulte Homes, Fox and Jacobs, to name a few. Bozell&Jacobs, Dallas,TX Art Director, (1981-1984) My first job after graduation. I was part of the team that pitched the American Airlines account ($56M) against Doyle Dane Bernbach, New York. Bozell&Jacobs won the account. Bozell spent $1M on creative presentation materials and the agency created over 600 creative pieces. Apprenticed under Liener Temerlin and Bruce Silverman, (Bruce created the "Don't Leave Home Without It" campaign). The American Airlines account win opened the door for advertising to become creditable outside of New York. I was very fortunate to be mentored by great creative minds from all over the country, I believe this experience impressed upon me that strategy and creative must be integrated. Other Accounts I worked on included Azrock Tile, Blue Cross Blue Shield, Bonanza Restaurants, Brown & Root, Cessna, E-Systems, Gardner Denver, General Dynamics, Halliburton, Otis Engineering and Victor Equipment Company. Awards Simpson Paper Company- National Award, for most creative use of paper in a collateral piece. 4 Prism Awards, from the GHBA(Greater Houston Homebuilders Association). Industry awards for advertising excellence in Residential Real Estate. Print Ad of the Year, Builder(2X), Marketing Campaign of the Year, Builder and Direct Mail Campaign of the Year, Builder. Gold Award for The Mattress Firm, Broadcast commercial, Houston Film Festival. HAF (Houston Ad Federation) Gold Star Award for Four Color Ad Campaign, Ermosa Center for Reconstructive and Cosmetic Surgery. Recipient of the National Association of Insurance and Financial Advisors Award of Excellence in Advertising for a Direct Mail Campaign for Cravens Dargan. I stopped entering shows in the go's because everything I entered won some kind of award. Advertising awards are fine. Awards from within the industry that your client competes in mean a lot more. I have been fortunate to win several. Education BFA, Advertising Design, & Fine Art, NTSU now UNT Interests Guitar, fly-fishing and Great Danes. iouoi uuuuuum°i uu°°miNi NNiuuuu. uuuuuuuuuuuuu IIIIIIII IIIIIIII OIOIOOIOIO MIINIIIIIIIIIIM IIIIIIII IIIIIIIIIIIIIIIIIIIIIIIIII NNNNN NNP,, 01010101010101010 Biiairuding With Business Sense. B2B REAL ESTATE LEGEND OUTFITTERS ARNOLD & SCHRODER,LLC. BRITTANY PLACE APARTMENTS THEMATTRESS FIRM AZROCK TILE EBBY HOLIDAY REALTORS MIKAYOS RESTAURANT BOYCE ENGINEERING ELLEN TERRY REALTORS PILLOWTEX CHICAGO TITLE ENCLAVE HOMES TONY ROMA'S RESTAURANTS CRENEAU MEDIA GROUP ESPREE HOMES UNITED DENTAL CARE OF TEXAS EOUILAN HANK DICKERSON REALTORS UNIVERSAL STUDIOS FAUST DISTRIBUTING HAMMONDS HOMES VALENTINE FURS FORD BACON & DAVIS HARBOR DEVELOPMENT WHATABURGER FOXMARK CORPORATION MCKEE CONSTRUCTION MCCALIP& STREETY MEPC THE COLONNADE HIGH TEC MCCOY FURNITURE PULTE HOMES COMPUTER SOFTWARE,INC. THE RANSFORD GROUP ROYCEBUILDERS.COM COMPUTERWORKS SILVER EAGLE DISTRIBUTING ROYCE HOMES DWANGO SYSCO FOODS,INC. SOUTHMARK MANAGEMENT CORP. E-SYSTEMS TEXAS BAYAREA PIPELINE TRAMMELL CROW COMPANIES HUBW00 TOSHIBA TEXAS COLONIAL HOMES THE CRESCENT PROFESSIONAL SERVICES INDUSTRIAL/OIL&GAS U.S.HOMES ARNOLD & SCHRODER,LLC. BROWN & ROOT WEIMER COUNTRY INN DUNCANVILLE C.OF C. CENTENNIAL PIPELINE WINGATE CONDOMINIUMS HARDWICK FARMS COOPER INDUSTRIES OUESTCO E-SYSTEMS TRAVELAND LEISURE THE RANSFORD GROUP ESPREE HOMES ADAMS MARK HOTEL STARMARK PICTURES EXTERRAN AMERICAN AIRLINES GARDNER DENVER ARLINGTON HILTON HEALTHCARE GENERAL DYNAMICS CONTINENTAL AIRLINES BAYLOR HEALTHCARE GLOBAL ESTIMATING SERVICES CONTINENTAL EXPRES BLUE CROSS BLUE SHIELD GUMMOUT CESSNA AIRCRAFT COMPANY ERMOSA CENTER HALLIBURTON FOUR SEASONS HOTEL OWENS HEALTHCARE IM SKAUGEN HOTEL MARQUIS LOS CABOS ST.JOSEPH HOSPITAL JIFFY LUBE HOTEL MARQUIS MEXICO CITY ST.PAUL HOSPITAL OTIS ENGINEERING THE HOUSTONIAN PENRICO PRO HOTELS INTERNATIOINAL PRO BONO PENNZOIL MOTOR OIL SLH OF THE WORLD ALLEY THEATRE PENNZOIL PRODUCTS COMPANY ULTRA AIR AVON CHAMPIONSHIP TENNIS THE SHELL FOUNDATION WEIMER COUNTRY INN CYSTIC FIBROSIS FOUNDATION SHELL PETROLEUM BEGINNING EXPERIENCE SKAUGEN PETROTRANS RETAIL TEXAS BAYAREA PIPELINE A TO Z DOG RANCH US ZINC ADELSTIEN JEWELERS VICTOR EQUIPMENT COMPANY BONANZA RESTAURANTS CORRIGANS JEWELERS FINANCIAL DAVID THOMAS DESIGN BANK OF ANTIGUA DIAMONDTRIGUE,INC. BANK OF DALLAS FUDRUCKER'S RESTAURANTS HAMMERSMITH FINANCIAL GRAVEL FRAGRANCES SOUTHWEST SAVINGS & LOAN KOLACHE FACTORY CITY OF CORPUS CHRISTI Submit Date: Mar 19, 2017 Application for a City Board, Commission, Committee or Corporation Profile Wallace W Echols jr Prefix First Name Middle Initial Last Name Suffix Email Address Street Address Suite or Apt State City Postal Code What district do you live in? W District 4 (Note: If you do not know your district click here) Current resident of the city? r. Yes r No 10 If yes,how many years? Primary Phone Alternate Phone Holiday Inn Corpus Christi Airport ................... Pi,rector,of Sales 11 .. . .... . .. ...... .. . ..... ... ....... . ...... ... . . . .. Employer Job Title 5549 Leopard St Work Address-Street Address and Suite Number Wallace W Echols jr Corpus Christi Work Address-City TX Work Address-State 78408 Work Address-Zip Code 3612894119 Work Phone wade.echols@himarina.com Work E-mail address Preferred Mailing Address Home/Primary Address Which Boards would you like to apply for? AIRPORT BOARD: Submitted ARTS & CULTURAL COMMISSION: Submitted ETHICS COMMISSION: Submitted Interests & Experiences Do you currently serve on any other it board, commission or committee at this time? ifso, please list: not at this time Education, Professional and/or Community Activity (Present) 1998 - 1999 Spartan School of Aeronautics Tulsa, Ok 2005 Short Course at Conrad Hilton Hotel Houston, TX 2003-2005 2006 - 2008 Del Mar College Hospitality Program Corpus Christi, TX PROFESSIONAL MEMBERSHIPS /AWARDS 2006-2007 Webmaster for the Coastal Bend Hotel Sales and Marketing Association 2005-2006 Secretary of the Coastal Bend Hotel Sales and Marketing Association Past member of Corpus Christi Chamber of Commerce Past member of the year Corpus Christi Hispanic Chamber of Commerce 2007 Member of the year, Coastal Bend Hotel Sales and Marketing Association 2009 Texas Western Sales Manager of the Year, South Texas Region 2001-Present Greater Corpus Christi Hotel and Motel Association Wallace W Echols jr Why are you interested in serving on a City board, commission or committee? Upload a Resume Please Upload any additional supporting documents. Demographics Ethnicity W Caucasian/Non-Hispanic Gender W Male Verification it Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to it Code of Ordinances, Section 2-65, which states that all members of it boards and commissions, including ad hoc committees, appointed by the its must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree Wallace W Echols jr it Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to it Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed part ora unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. r—x I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Wallace W Echols jr Board-specific questions (if applicable) Question applies to ARTS& CULTURAL COMMISSION Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? W Marketing Wallace W Echols jr CITY OF CORPUS CHRISTI Submit Date: Aug 07, 2017 Application for a City Board, Commission, Committee or Corporation Profile Stephanie M Garcia ........... Prefix First Name Middle Initial Last Name Suffix Email Address Street Address Suite or Apt State City Postal Code What district do you live in? W District 5 (Note: If you do not know your district click here) Current resident of the city? r. Yes r No 30 If yes,how many years? Primary Phone Alternate Phone ,House,of'Rock, Marketing,and PulbIllilp,'Relations,I I I Employer Job Title 511 Starr Street Work Address-Street Address and Suite Number Stephanie M Garcia Corpus Christi Work Address-City Texas Work Address-State 78401 Work Address-Zip Code Work Phone stephanie@texashouseofrock.com Work E-mail address Preferred Mailing Address Work Address Which Boards would you like to apply for? ARTS & CULTURAL COMMISSION: Submitted CORPUS CHRISTI CONVENTION & VISITORS BUREAU: Submitted Interests & Experiences Do you currently serve on any other it board, commission or committee at this time? Ifso, please list: Education, Professional and/or Community Activity (Present) - National Alumni Association Board of Directors 2016 — Present Co-chair of the Alumni Marketing Committee - Chair of the Corpus Christi 7 Day Film Project Steering Committee 2014 — Present - Corpus Christi Police Foundation Annual Breakfast Committee Member - Masterpiece in a Day Committee Member 2015 — Present Associate in Art - Journalism 2010 Del Mar College, Corpus Christi, TX Bachelor in Liberal Arts - Communications 2012 Texas A&M Corpus Christi, Corpus Christi, TX Stephanie M Garcia Why are you interested in serving on a City board, commission or committee? I was born and raised in Corpus Christi. I believe in giving back to my community and contributing to its progress in any way possible. I enjoy being a part of committees and boards that work to improve Corpus Christi and love being a part of the growth of our city. Stephanie Garcia resume.pdf Upload a Resume Please Upload any additional supporting documents. Demographics Ethnicity Hispanic Gender W Female Verification it Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to it Code of Ordinances, Section 2-65, which states that all members of it boards and commissions, including ad hoc committees, appointed by the its must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. I Agree Stephanie M Garcia it Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to it Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed part era unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Stephanie M Garcia Board-specific questions (if applicable) Question applies to ARTS& CULTURAL COMMISSION Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? W Marketing Question applies to CORPUS CHRISTI CONVENTION &VISITORS BUREAU Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? W Restaurant Industry Stephanie M Garcia STEPHANIE M . GARCIA EDUCATION Associate in Art—Journalism 2010 Del Mar College, Corpus Christi, TX Bachelor in Liberal Arts—Communications 2012 Texas A&M Corpus Christi, Corpus Christi, TX WORK EXPERIENCE House of Rock Office Manager/Marketing and Public Relations December 2011 -Present • In charge of administrative duties including payroll, bookkeeping, employee paperwork, etc. • Maintain and update website, Facebook,Twitter and other social media daily • Create press releases and marketing plans for upcoming shows and events • Manage interns who assist in creating promotional material for the venue • Assist in the planning and promotion of 20+shows and events each month COMMUNITY INVOLVEMENT AND ACHIEVEMENTS • Leadership Corpus Christi—Class 43 • 2017 Corpus Christi 40 Under 40 recipient • National Alumni Association Board of Directors 2016—Present Co-chair of the Alumni Marketing Committee • Chair of the Corpus Christi 7 Day Film Project Steering Committee 2014—Present • Corpus Christi Police Foundation Annual Breakfast Committee Member • Masterpiece in a Day Committee Member 2015—Present CITY OF CORPUS CHRISTI Submit Date: Dec 11, 2017 Application for a City Board, Commission, Committee or Corporation Profile Nicholas P Gignac Prefix First Name Middle Initial Last Name Suffix Email Address Street Address Suite or Apt State City Postal Code What district do you live in? W District 4 (Note: If you do not know your district click here) Current resident of the city? r. Yes r No 34 If yes,how many years? Are you a registered voter? r. Yes r No Primary Phone Alternate Phone Qjgpap,��,Assqpiatesl,LLP Architectural'Associates, Employer Job Title 416 Starr St Work Address-Street Address and Suite Number Nicholas P Gignac Corpus Christi Work Address-City Texas Work Address-State 78401 Work Address-Zip Code 3618842661 Work Phone nickgignac@gignac- associates.com Work E-mail address Preferred Mailing Address Home/Primary Address Which Boards would you like to apply for? ARTS & CULTURAL COMMISSION: Submitted Interests & Experiences Do you currently serve on any other it board, commission or committee at this time? ifso, please list: N/A Education, Professional and/or Community Activity (Present) I am an alumni of Corpus Christi ISD's Richard King High School, Class of 2001. 1 have an a Bachelor of Science in Construction Science and a Master of Architecture, both from Texas A & M University. I currently work in the design and construction industry for Gignac Architects, with our office located in downtown Corpus Christi. I am a Leadership Corpus Christi Alumni, Class 43 (Best Class Ever). I have served on a number of committees and boards of various organizations recently (in various capacities) including but not limited to the American Association of Architects, K Space Contemporary, the Art Museum of South Texas, the Corpus Christi Downtown Management District, the Sinton ISD STEM Advisory Board, Dia de los Muertos Planning Committee, and the Corpus Christi Yacht Club Building Committee. Nicholas P Gignac Why are you interested in serving on a City board, commission or committee? I have long wanted to serve the City of Corpus Christi as a whole, at the municipal level. A number of colleagues have suggested that the Arts and Cultural Commission may be the a great organizational fit for me. I want to continue to strengthen my bond with the City of Corpus Christi and find new ways of giving back and helping this city move forward. Nick Gignac Resume.pdf Upload a Resume Please Upload any additional supporting documents. Demographics Ethnicity None Selected Gender W Male Verification it Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to it Code of Ordinances, Section 2-65, which states that all members of it boards and commissions, including ad hoc committees, appointed by the its must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. I Agree Nicholas P Gignac it Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to it Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the it r Yes r. No Do you, your spouse, your business or your spouse's business have a City contract? r Yes r. No Nicholas P Gignac Does your employer or your spouse's employer have a City contract? r Yes r. No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ............... Yes r. No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the it r Yes r. No Do you or your spouse have a pending claim, lawsuit or proceeding against the it r Yes r. No If you answer " s" to any of the questions above, please explain or ask to speak with the City's Legal Department. N/A Board-specific questions (if applicable) Question applies to ARTS& CULTURAL COMMISSION Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? W Architecture Nicholas P Gignac NICHOLAS GIGNAC, ASSOC. AIA, LEED AP BD+C r Since joining the firm in 2010, Nick Gignac has gained valuable experience in programming, design, and project management across a broad spectrum of project sizes and types. Nick has worked on everything from small educational projects to$100 Million high schools, and has become especially proficient in day-lighting,sustainable planning and design.As a LEED Accredited Professional, Nick often serves as a LEED Project Administrator. Nick also continues to learn and grow in his work and represents the future of architecture in South Texas as the second generation of Gignac/Architects. EXPERIENCE City of Corpus Christi Bayfront Park, Corpus Christi,Texas New Veterans Memorial High School ( ), Corpus Christi ISD,Corpus Christi EDUCATION Dorothy Adkins Middle School ( ),Corpus Christi ISD, Corpus Christi,Texas Master of Architecture,Texas Stripes Headquarters, Corpus Christi,Texas A&M University Corpus Christi Regional Transportation Authority Staples Street Customer Service Center Graduate Certificate in Facility Tuloso Midway ISD Performing Arts Center, Corpus Christi,Texas Management,Texas A&M City of Corpus Christi Bayfront Park, Corpus Christi,Texas Univerisity City of Corpus Christi Chaparral Street Improvements, Corpus Christi,Texas B.S. in Construction Science, City of Corpus Christi American Bank Center, Corpus Christi,Texas Texas A&M University City of Corpus Christi Bayfront Master Plan, Corpus Christi,Texas City of Corpus Christi Downtown Vision Plan,Corpus Christi,Texas REGISTRATION City of Port Aransas Marina Market Master Plan and Develoment, Port Aransas,Texas Associate AIA City of San Benito Resaca Walk Municipal Master Plan,San Benito,Texas Enrolled in Architectural IDP Hidalgo County Sheriff's Substation, Weslaco,Texas Cameron County Courthouse Annex Additions& Renovations, Harlingen,Texas PROFESSIONAL AFFILIATIONS American Institute of Architects City of South Padre Island Multi-Modal Transit Center, South Padre Island,Texas United States Green Building South Padre Island Convention Center Additions and Renovations, South Padre Island Council Zachary Kolda Elementary School ( ), Corpus Christi ISD, CC,Texas LEED Accredited Professional Dr.J.A. Garcia Elementary School ( ), Corpus Christi ISD, Corpus Christi,Texas New Los Encinos Elementary School ( ),Corpus Christi ISD,Corpus Christi New Windsor Park Elementary School ( ),Corpus Christi ISD,Corpus Christi New Calk/Wilson Elementary School ( ), Corpus Christi ISD, Corpus Christi Pharr San-Juan Alamo ISD New Collegiate Academy, Pharr,Texas Juarez-Lincoln High School, La Joya ISD, La Joya,Texas Tuloso-Midway ISD Jim Cooper Auditorium Renovation, Corpus Christi,Texas Taft ISD Bond Planning,Additions& Renovations,Taft,Texas Seale Junior High Additions/Renovations/Re-Roofing Projects, Robstown ISD,Texas Taft ISD Additions& Renovations,Taft,Texas Texas A&M University Corpus Christi IDIQ for Architectural Services, Corpus Christi,Texas Texas A&M University Corpus Christi Moody Fieldhouse, Corpus Christi,Texas Texas A&M University Kingsville Additions& Renovations, Kingsville,Texas Bay Education Service Center,City of Rockport in conjunction with Univ.of Texas, Rockport University of Texas Regional Academic Health Center, Harlingen,Texas Texas A&M University Corpus Christi New Purchasing Facility, Corpus Christi,Texas District Wide Additions and Renovations, Harlingen CISD, Harlingen,Texas Tuloso-Midway ISD Jim Cooper Auditorium Renovation, Corpus Christi,Texas Tuloso-Midway ISD Early Childhood Education Center Addition, Corpus Christi,Texas Tuloso-Midway ISD Multipurpose Facility and FEMA Community Safe Shelter,Corpus Christi Additions and Renovations to Vernon Middle School, Harlingen CISD,Texas And many more... CITY OF CORPUS CHRISTI Submit Date: Jun 21, 2016 Application for a City Board, Commission, Committee or Corporation Profile Ramon Gutierrez Prefix First Name Middle Initial Last Name Suffix Email Address Street Address Suite or Apt State City Postal Code What district do you live in? W District 1 (Note: If you do not know your district click here) Current resident of the city? r. Yes r No 19 If yes,how many years? Primary Phone Alternate Phone Spectra' 'F'' ' o'od''Se ryi c'es................... 'Evelolt'sManager, , ,'ll''''I'lI Employer Job Title 402 Harbor Dr. Work Address-Street Address and Suite Number Ramon Gutierrez Corpus Christi Work Address-City Texas Work Address-State 78401 Work Address-Zip Code (361) 879-0125 Work Phone rg.eventsproducer@gmail.com Work E-mail address Preferred Mailing Address Home/Primary Address Which Boards would you like to apply for? ARTS & CULTURAL COMMISSION: Submitted Interests & Experiences Do you currently serve on any other it board, commission or committee at this time? Ifso, please list: The Corpus Christi Ride-in Theater Board Education, Professional and/or Community Activity (Present) MFA Management) Producing California Institute of the Arts MBA Business Management Texas A&M - Corpus Christi Why are you interested in serving on a City board, commission or committee? RG Professional Resume.pdf Upload a Resume Ramon Gutierrez Please Upload any additional supporting documents. Demographics Ethnicity Hispanic Gender W Male Verification it Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to it Code of Ordinances, Section 2-65, which states that all members of it boards and commissions, including ad hoc committees, appointed by the its must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. I Agree it Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to it Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. F- I Agree Ramon Gutierrez Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Ramon Gutierrez Board-specific questions (if applicable) Question applies to ARTS& CULTURAL COMMISSION Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? W Public Art / Public Space W Youth / Education W Higher Education W Economic Development /Tourism W Marketing W Business Development Groups / Corporate Representative W Performing Arts (music, dance, drama, film) Ramon Gutierrez Entertainment Producer September 2013-Present California Institute of the Arts Developed and executed innovative advertising campaign,which accounted for 38%higher event attendance.Maintained nightly food alcohol concession inventory of$600K;oversaw a total of 75 employees and volunteers. Served as a liaison between clients,outside vendors,and staff, developed extensive knowledge of procedures,techniques,insurance, and other practicalities to create and execute large-scale events.Coordinated the procurement of international artists, designers and creative practitioners;oversaw the development of multi-disciplinary projects produced by California Institute of the Arts. Responsibilities include active participation in casting, script development,company management/hospitality of guest artists,maintaining and overseeing budget,create unique marketing and ticket strategy for each individual project. Content Production Associate/Producer January 2014-May 2014 On Track Themes,Inc. Researched and identified pop culture phenomenon's, drafted innovative concepts,pitches and treatments for multi-billion dollar interactive media and immersive entertainment project for world-wide studio corporation.Conducted extensive marketing research to create unique branding opportunities for the intellectual properties of the studio.Worked with clients to ensure that all concepts were fully captured from original conception presented.Managed pre-production deliverables and production logistics. Payroll Accountant Assistant September 2013-May 2014 California Institute of the Arts Maintained payroll records,verified attendance,timesheets,hours worked,pay adjustments, and posted information onto designated records of 533 individuals.Ensure that timesheets had proper signatures upon submission.Prepared monthly financial reports to present to Company Manager. Event Coordinator March 2009-August 2013 Treasures on the Bay Designed,planned, and executed tailor-made events for individuals and corporate clients. Maintained a monthly inventory of 4.7 million dollar establishment and drew and coordinated schedules of 35 employees.Orchestrated small and large-scale on and off-site events.Managed and coordinated the operations of events ranging from 25-500 attendees.Generated more than$550K in net sales in four(4)years. Director October 2005-2010 LAFF.co Developed and curated a cohesive season that drew in large audiences and produced an increase in box revenue by 71%in less than two(2)years.Collaborated with designers and introduced interdisciplinary aesthetics.Cast more than fourteen(14)productions with a medley of professional,collegiate, and community actors. Founded the Improv comedy troupe LAFF.co and wrote several comedic commentaries and sketches on Pop Culture and performed with Colin Mochrie and Brad Sherwood.Productions include: The Heidi Chronicles(2008),Real Women Have Curves(2007), Psycho Beach Party(2006),Noises Off(2005),and Westside Story(2005). EDUCATION MBA I International Business&Finance Texas A&M University-Corpus Christi Anticipated August 2016 MFAManagementl Producing California Institute of the Arts, Valencia CA Anticipated May 2016 ADDITIONAL INFORMATION Languages: Fluent in Spanish Skills: Celtx,Quickbooks,Microsoft Project&Office,Photoshop,Wysiwyg CITY OF CORPUS CHRISTI Submit Date: Aug 15, 2017 Application for a City Board, Commission, Committee or Corporation Profile Jason B Houlihan ........... Prefix First Name Middle Initial Last Name Suffix Email Address Street Address Suite or Apt State City Postal Code What district do you live in? W District 4 (Note: If you do not know your district click here) Current resident of the city? r. Yes r No 14 If yes,how many years? Primary Phone Alternate Phone Social and Video Media Pell Mar College.............................. Specialist/Staff'Writer Employer Job Title 101 Baldwin Blvd Work Address-Street Address and Suite Number Jason B Houlihan Corpus Christi Work Address-City Texas Work Address-State 1 78404 Work Address-Zip Code 361-698-1123 Work Phone jhouliha@delmar.edu Work E-mail address Preferred Mailing Address Home/Primary Address Which Boards would you like to apply for? ARTS & CULTURAL COMMISSION: Submitted MAYOR'S FITNESS COUNCIL: Submitted Interests & Experiences Do you currently serve on any other it board, commission or committee at this time? ifso, please list: N/A Education, Professional and/or Community Activity (Present) BS in Counseling. Why are you interested in serving on a City board, commission or committee? To serve my community. Houlihan Jason Resume 8.15.17.docx.pdf Upload a Resume Jason B Houlihan Please Upload any additional supporting documents. Demographics Ethnicity Caucasian/Non-Hispanic Gender W Male Verification it Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to it Code of Ordinances, Section 2-65, which states that all members of it boards and commissions, including ad hoc committees, appointed by the its must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. I Agree it Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to it Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. r—x I Agree Jason B Houlihan Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Jason B Houlihan Board-specific questions (if applicable) Question applies to ARTS& CULTURAL COMMISSION Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? W Higher Education W Marketing Question applies to MAYOR'S FITNESS COUNCIL Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? W None of the above Jason B Houlihan JASON HOULIHAN EDUCATION FULLER THEOLOGICAL SEMINARY,Pasadena CA Master of Divinity,Currently Enrolled HARDIN SIMMONS UNIVERSITY,Abilene TX Bachelor of Science in Clinical Counseling,Dec 2014 Minor in Biblical Studies DEL MAR COLLEGE,Corpus Christi TX Associates of Art in Television and Radio,May 2011 SKILLS • Adobe Suite. • Community outreach. • Final Cut Pro. • Counseling/Advising. • Google Docs/Forms. • Innovative and Creative. • Microsoft Suite. • Volunteer Training and Supervision. • Social Media Management. • Leadership/Management/Relationship skills. • Trello for Project Management. • Fundraising Planning and Execution. • Wordpress. • Commitment to working in a team/staff environment. • Constant Contact. • Adaptable to Growth and Change. • Experience using video production equipment. • Able to work independently. PROFESSIONAL EXPERIENCE Del Mar College,Corpus Christi TX May 2017 to Present Social& Video Media Specialist/Staff Writer Develop integrated advertising campaigns for the College.Manage all of the Colleges Social Media accounts.Create content for a wide array of communication mediums including the College's website and Social Media Accounts.Pitch College stories to local media and write press releases. FAITH LUTHERAN CHURCH,Houston TX Jan 2015 to March 2017 Director ofFaith Formation Recruit,train, and support volunteers to work in youth ministry including Confirmation,Learning Group leaders, Sunday School Leaders,High School Group Mentors,and Young Adult Leaders. Direct the Youth and Family Team,the Faith Camp Team, and the Parish Education Team in developing an annual budget and strategic plan. Develop curriculum for Sunday school including Middle and High School Youth Group and other areas of Parish Education. Direct Faith Camp every summer,lead in the hiring process for Faith Camp,training of the staff,marketing the camp, supervising the staff prior and during camp, and handle parent concerns. Perforin multimedia duties including but not limited to;editing promotional videos,recording church events, and providing quality advertisements to local advertising mediums such as The Kid Directory,Bellaire Magazine,etc. KNIGHTSTORM PRODUCTIONS,Corpus Christi TX May 2012 to Current Producer/Editor Confer with owner to discuss assignments and work on client needs. Create commercials, film,industrial and promotional content for various mediums including broadcast and web. Operate multimedia equipment on set and prepare content for editing. Assist in post-production needs for clients. K-III TELEVISION,Corpus Christi TX Oct 2008 to May 2012 Photoiournalist/Audio Operator Confer with the News Director and Producer daily to discuss assignments and determine stories for daily broadcast. Set up and perforin live shots for broadcast often under time restrictions. Edit video for broadcast productions,including non-linear editing under the pressure of a concrete completion time. Operate television cameras to record scenes for live television broadcasts,advertising,and special programming. IDYaRrenanesAiaafflablla UIponR(qunnt CITY OF CORPUS CHRISTI Submit Date: Mar 07, 2017 Application for a City Board, Commission, Committee or Corporation Profile Carolyn M Mauck Prefix First Name Middle Initial Last Name Suffix Email Address Street Address Suite or Apt State City Postal Code What district do you live in? W District 4 (Note: If you do not know your district click here) Current resident of the city? r. Yes r No 50 + years If yes,how many years? Primary Phone Alternate Phone Del Mar College Professor, Kinesiology .............................. Employer Job Title 101 Baldwin Work Address-Street Address and Suite Number Carolyn M Mauck Corpus Christi Work Address-City TX Work Address-State 1 78404 Work Address-Zip Code 361-698-1338 Work Phone cmauck@delmar.edu Work E-mail address Preferred Mailing Address Home/Primary Address Which Boards would you like to apply for? ARTS & CULTURAL COMMISSION: Submitted Interests & Experiences Do you currently serve on any other it board, commission or committee at this time? ifso, please list: No Education, Professional and/or Community Activity (Present) Masters Ed., Stephen F. Austin State University Why are you interested in serving on a City board, commission or committee? C. Mauck Vitae 2015.docx Upload a Resume Please Upload any additional supporting documents. Carolyn M Mauck Demographics Ethnicity Caucasian/Non-Hispanic Gender W Female Verification it Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to it Code of Ordinances, Section 2-65, which states that all members of it boards and commissions, including ad hoc committees, appointed by the its must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. I Agree it Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to it Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. Pr I Agree Carolyn M Mauck Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Carolyn M Mauck Board-specific questions (if applicable) Question applies to ARTS& CULTURAL COMMISSION Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? W Higher Education Carolyn M Mauck Carolyn M. Mauck Curriculum Vitae Name: Carolyn M. Mauck Work Address: Del Mar College, 101 Baldwin, Corpus Christi, TX 78404 Office Telephone Number: (361) 698-1338 College Email Address: cmauck&delmar.edu Education: • A.A. Degree, Physical Education, Del Mar College, Corpus Christi, TX 1980 • B.S. Ed. Physical Education & Spanish, Stephen F. Austin St. Univ., Nacogdoches, TX 1982 • M.Ed. Physical Education, Stephen F.Austin St. Univ., Nacogdoches, TX 1983 Teaching Experience: • Professor of Kinesiology, 1985 to Present Del Mar College Courses: Introduction to Physical Fitness & Sport, Emphasis: Weight Training, Yoga, Swimming; Social Dance • Instructor of Physical Education, 1984 to 1985 Southwest Texas Junior College, Uvalde, TX Courses:Aerobic Dance, Tennis, Racquetball and Volleyball Professional/Leadership Roles: • President of(TAHPERD)Texas Association for Health, Physical Education, Recreation and Dance 2003 • TAHPERD Vice President College Division 2000 • TAHPERD Vice President Dance Division 1997 • Southern District Association HPERD Vice President of Physical Education Division 2006 • American Heart Association Board of Directors 1998 —2000 Professional Achievements: • Dr. Aileen Creighton Teaching Award/Del Mar College 2014 • TAHPERD Honor Award 2008 • TAHPERD Outstanding College/University Educator of the Year 2006 • SDHPERD Honor Award 2006 • NISOD Teaching Excellence Award 1998 CITY OF CORPUS CHRISTI Submit Date: Aug 30, 2016 Application for a City Board, Commission, Committee or Corporation Profile Shelby A Tate ........... Prefix First Name Middle Initial Last Name Suffix Email Address Street Address Suite or Apt State City Postal Code What district do you live in? W District 4 (Note: If you do not know your district click here) Current resident of the city? r. Yes r No Just moved this Summer If yes,how many years? Primary Phone Alternate Phone Corpus Christi Convention and 'Visitors,'Bureaul 'SaIlles,'Manager, Employer Job Title 101 N. Shoreline Drive Work Address-Street Address and Suite Number Shelby A Tate Corpus Christi Work Address-City Texas Work Address-State 78401 Work Address-Zip Code 361.826.0656 Work Phone state@visitcorpuschristitx.org Work E-mail address Preferred Mailing Address Work Address Which Boards would you like to apply for? ARTS & CULTURAL COMMISSION: Submitted Interests & Experiences Do you currently serve on any other it board, commission or committee at this time? Ifso, please list: No Education, Professional and/or Community Activity (Present) University of Arkansas at Little Rock- Theater and Dance Why are you interested in serving on a City board, commission or committee? Shelby resume-new.doc Upload a Resume Please Upload any additional supporting documents. Shelby A Tate Demographics Ethnicity Caucasian/Non-Hispanic Gender W Female Verification it Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to it Code of Ordinances, Section 2-65, which states that all members of it boards and commissions, including ad hoc committees, appointed by the its must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. I Agree it Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to it Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. r—x I Agree Shelby A Tate Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Shelby A Tate Board-specific questions (if applicable) Question applies to ARTS& CULTURAL COMMISSION Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? W Economic Development /Tourism W Marketing W Business Development Groups / Corporate Representative W Performing Arts (music, dance, drama, film) Shelby A Tate Shelby Tate Work Experience Corpus Christi Convention and Visitors Bureau August 2016- Present 101 N. Shoreline Drive Corpus Christi, TX 78412 Erica Lozano Sales Manager Little Rock Convention and Visitors Bureau June 2015- July 2016 #1 Statehouse Plaza Little Rock,AR 72201 Alan Sims Director of National Accounts Capital Hotel May 2010- June 2015 111 West Markham Little Rock,AR 72201 Chuck Magill National Accounts Manager Crowne Plaza Little Rock July 2008-May 2010 201 S. Shackleford Little Rock,AR 72211 Beth Boyd Transient and Entertainment Sales Manager Peabody Little Rock Feb 2006-July 2008 #1 Statehouse Plaza Little Rock,AR 72201 Todd Scholl Corporate and Entertainment Sales Manager Prior to entering the Hospitality Field, I toured and performed for 10 years with National and Regional Theater Groups and Bands as a Principal Performer Education and Achievements Attended University of Arkansas at Little Rock Mastermind Marketing University with Bradley Communications Publishers Marketing University Topline Revenue Committee-Peabody Hotel Group Million Dollar Roundtable 2006-2008-Peabody Hotel Group MSNBTA member Mastering Sales Productivity- Intercontinental Hotel Group Army Reserves Family Readiness Group member References Available Upon Request CITY OF CORPUS CHRISTI Submit Date: Oct 26, 2017 Application for a City Board, Commission, Committee or Corporation Profile Emily C Zertuche ........... Prefix First Name Middle Initial Last Name Suffix Email Address Street Address Suite or Apt State City Postal Code What district do you live in? W District 5 (Note: If you do not know your district click here) Current resident of the city? r. Yes r No 20 If yes,how many years? Are you a registered voter? r. Yes r No Primary Phone Alternate Phone Corpus Christi Convention & Content & Social Media 'Visitor"s,'Bureau, 'Strategist, Employer Job Title 101 North Shoreline Blvd. Suite 430 Work Address-Street Address and Suite Number Emily C Zertuche Page 1 of 6 Corpus Christi Work Address-City Texas Work Address-State 78401 Work Address-Zip Code (361) 336-0060 Work Phone ezertuche@visitcoirpuschristitx.org Work E-mail address Preferred Mailing Address Work Address Which Boards would you like to apply for? ARTS & CULTURAL COMMISSION: Submitted LANDMARK COMMISSION: Submitted Interests & Experiences Do you currently serve on any other it board, commission or committee at this time? Ifso, please list: Emily C Zertuche Page 2 of 6 Education, Professional and/or Community Activity (Present) Texas A&M University-Corpus Christi: 3 years studying BA in psychology Corpus Christi Convention & Visitors Bureau - 2.5 years Content & Social Media Strategist Assists with Marketing and Communication efforts with an emphasis on social media and digital content marketing for Corpus Christi partners, community events and local businesses to drive visitors to our city in an effort to bring awareness to the rich culture of our city and meet strategic and economic goals. Current projects include digital marketing efforts for the Old Bayview Cemetery event Voices of South Texas, the 2nd Annual Corpus Christi Food & Wine Festival at Heritage Park and the Dia De Los Muertos Street Festival. Job Duties Include: - Producing, editing, and directing video content for social media marketing efforts - Graphic design for social content - Content writing - Analytical data tracking - Applying marketing research and development methods to learn and understand emerging trends and technologies - Digital engagement I currently serve on the Corpus Christi 7-Day Film Project committee and the Corpus Christi Ride-In Theater Committee. by are you interested in serving on a City board, commission or committee? In order to grow and enrich Corpus Christi, It's essential that citizens play an active role in our community. I am passionate about our city and strongly desire to serve my community using the skill set I will bring to the table. I feel it's important to have a voice and stay current on community issues, as well as learn more about the many aspects of planning for our city. resume-emilyzertuche.pdf Upload a ReSUM0 Please Upload any additional supporting documents. Demographics Ethnicity Hispanic Gender W Female Verification Emily C Zertuche Page 3 of 6 it Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to it Code of Ordinances, Section 2-65, which states that all members of it boards and commissions, including ad hoc committees, appointed by the its must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree it Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to it Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed part ora unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the it of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Emily C Zertuche Page 4 of 6 Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the it r Yes r. No Do you, your spouse, your business or your spouse's business have a City contract? r. Yes r No Does your employer or your spouse's employer have a City contract? r Yes r. No Are you involved with any activities or employment that would conflict with the official duties on the it boards for which you are applying? r Yes r. No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the it r Yes r. No Do you or your spouse have a pending claim, lawsuit or proceeding against the it r Yes r. No If you answer " s" to any of the questions above, please explain or ask to speak with the City's Legal Department. My spouse owns a video production company, Knightstorm Productions, who is currently contracted to produce video for the Engineering department with the city regarding street mantinence. Board-specific questions (if applicable) Emily C Zertuche Page 5 of 6 Question applies to ARTS& CULTURAL COMMISSION Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? • Economic Development /Tourism • Marketing • Performing Arts (music, dance, drama, film) Question applies to LANDMARK COMMISSION Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? W None of the above Emily C Zertuche Page 6 of 6 STRATHIST PROFILE SKILLS WORK EXPERIENCE 2016-PRESENT I EDUCATION 2009-20131 2012-20131 City Of Corpus Christi WATERSHORE AND BEACH ADVISORY COMMITTEE BOARD DETAILS U The Watershore and Beach Advisor �u M� y I Committee advises and makes recommendations regarding use or preservation of the following areas within the city limits: the waterfront, the beaches, and the natural bodies of water, including, but not limited to: Gulf of Mexico, bays, rivers, and creeks, excluding the Marina area as defined by Section 2-264. .............................................................................................................................................................................................................................................................................................................................................................. COMPOSITION `klrne O inteinrl ers appolinited Il y the Cllty coo urnc ll lcrr'two-year terinrs."i"he inre nrl ershlp si ll include ude one(0) Sclenitlslt, l.e. I"d rlrne I113lolodlsl,one(0) I°°r'ndlrneel" and one('0} I°rn n�urn�nr� inl l��t, one(0)shall be an owner i or iepr se nl ltly a cnl Incrtol or co ndcnin linl uinr Icncalted cern Idcrrlln Flacro Island or V usl ind sland,and one (0)shall Ile a inre nyll er of the Corpus Chrlst�Co nnreniticnrn dVlslltcnrs IBureau. The DETAILS ah alirp.;rscnr s l s° d a oinrinri'l'la�'�e small ca s an �A nal llna'u"nd"alp.ura ncnr�.;and Ih,t�w;ac:hn ttda��ar, adalaar la the Farllra and IRec;roal«r Advlsory a oinrin'yl'llee and nrlce versa. In the rnl'llal appolrnlinrenit inenters ntera will serve an lrn4laV'l cn-,year Ierrn'r, in the s uc.c.n:edlrnd lerinr, d in einrloora will serve a l a-,year lerin, and d ince ntera wlll serve a acne-year torn, as de'lerin lined Il y dra ling."i"herealler,all lerinna will Il e two-years. CREATION/AUTHORITY Secltlon 2-80,Code of drdlrnarnces,Ord No. 027408, 9/ 0/07Ord. No. 027523, l 2/0 0/07Ord. Ida. 029985, 0 0/22/0 3. MEETS Dat"flh radad al every inrarnlh al d:dd p.inx.,Stall a orn'lere nce l 0s'I F•to r, Cl'Id 14all. TERM DETAILSTwo-year ataddr.nred la.;rinna. DEPARTMENT Flarllka and 1Rec:reatlarn I)epartinre n'l OTHER INFORMATION WATERSHORE AND BEACH ADVISORY COMMITTEE Page 1 of 1 Watershore and Beach Advisory Committee Members December 19, 2017 Five (5) vacancies with terms to 12/11/19 representing the following categories: 2 - At -large, 1 - Corpus Christi Convention and Visitors Bureau Member, 1 - Engineer and 1 - Environmentalist. Cliff Schlabach WATERSHORE AND BEACH ADVISORY COMMITTEE Seeking reappointment District 4 1 12/11/17 Member At -Large 100% 11/11 meetings Mukesh Subedee WATERSHORE AND BEACH ADVISORY COMMITTEE Seeking reappointment District 2 12/11/17 Member Environmentalist 73% 8/11 meetings (2 exc.) Jay Gardner WATERSHORE AND BEACH ADVISORY COMMITTEE Met six-year term limitation District 4 3 12/11/17 Vice -Chair At -Large Paulette Kluge WATERSHORE AND BEACH ADVISORY COMMITTEE Not seeking reappointment District 1 2 12/11/17 Member Corpus Christi Convention and Visitors Bureau Member Cameron Perry WATERSHORE AND BEACH ADVISORY COMMITTEE Met six-year term limitation District 4 3 12/11/17 Chair Engineer Jennifer Pollack WATERSHORE AND BEACH ADVISORY COMMITTEE Active District 4 3 12/11/18 Member Scientist Terry A. P Imer WATERSHORE AND BEACH ADVISORY COMMITTEE A District 4 12/11/18 Member A ira Carrie Meyer WATERSHORE AND BEACH ADVISORY COMMITTEE Active District 1 2 12/11/18 Member At -Large yoti Patel WATERSHORE AND BEACH ADVISORY COMMITTEE A District 4 12/11/18 Member Hotel/Condo Owner Watershore and Beach Advisory Committee Applicants December 19, 2017 Philip Blackma IATERSHORE AND BEACH ADVISORY COMMITTEE District 4 HDR N Carancahua, Sulte 16 Corpus Christi TX 61-696-3311! At -Large and Eng'rt eei Kelly Byrom WATERSHORE AND BEACH ADVISORY COMMITTEE District 4 Wooldridge Place Nursing Center 7352 Wooldridge Corpus Christi TX 361-991-9633 At -Large eyed Darden WATERSHORE AND BEACH ADVISORY COMMITTEE District Corpus Christi Convent Visitors Bureau and 1521 N. Chaparral St Corpus Christ 361-881-i Convention and Visitt Bureau Member Phillip Davis WATERSHORE AND BEACH ADVISORY COMMITTEE District 4 At -Large Er k O. Engen WATERSHORE AND BEACH ADVISORY COMMITTEE U.S.N S54 McCain Kingsvil TX At -Large Daniel E. Mazoch WATERSHORE AND BEACH ADVISORY COMMITTEE District 4 Cinnamon Shore/Sea Oats 122 Market Street Port Aransas TX At -Large and Engineer D Philippe Ti WATERSHORE AND BEACH ADVISORY COMMITTEE District 2 TexA&M Christias Universi rpu 6300 Ocean D Corpus Chr TX 361-825-3776 At -Large and Engine CITY OF CORPUS CHRISTI Submit Date: Nov 09, 2017 Application for a City Board, Commission, Committee or Corporation Profile Philip Blackmar Prefix First Name Middle Initial Last Name Suffix Email Address Street Address Suite or Apt State City Postal Code What district do you live in? W District 4 (Note: If you do not know your district click here) Current resident of the city? r. Yes r No 24 If yes,how many years? Are you a registered voter? r. Yes r No Primary Phone Alternate Phone HDR 'Coastal,'Engineer, Employer Job Title 555 N Carancahua, Suite 1600 Work Address-Street Address and Suite Number Philip Blackmar Page 1 of 6 Corpus Christi Work Address-City TX Work Address-State 78401 Work Address-Zip Code 361-696-3311 Work Phone philip.blackmar@hdrinc.com Work E-mail address Preferred Mailing Address Work Address Which Boards would you like to apply for? WATERSHORE AND BEACH ADVISORY COMMITTEE: Submitted Interests & Experiences Do you currently serve on any other it board, commission or committee at this time? Ifso, please list: No Education, Professional and/or Community Activity (Present) Bachelor of Science, Ocean Engineering, Texas A&M University, Graduated May 2011 Master of Science, Civil Engineering, Oregon State University, Graduated June 2013 Professional Engineer, Texas, No. 126679, Issued: 05/25/2017 Coastal Engineer/Project Manager, HDR, July 2013 to Present Philip Blackmar Page 2 of 6 by are you interested in serving on a City board, commission or committee? With the exception of leaving to obtain a Bachelors and Masters degree, I have been a life long resident of Corpus Christi and I have been an avid fisherman and surfer from a very young age, pushing me to study the local beaches and bays for my own recreational purposes. This same passion drove me to pursue an education and career in coastal engineering through which I have developed a thorough understanding of the forces and processes in which our coastlines and beaches are shaped. In addition my profession has helped acquaint me with the permitting requirements that accompany this type of work. As a long time resident of Corpus Christi that visits and recreates on our beaches nearly daily I have a desire to serve on this board. Further, my knowledge and experience through both my personal and professional life give me a unique and deep understanding of our beaches and coasts which I think will be a valuable asset to this committee. Blackmar Resume.pdf Upload a ReSLJMO Please Upload any additional supporting documents. Demographics Ethnicity W Caucasian/Non-Hispanic Gender W Male Verification it Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to it Code of Ordinances, Section 2-65, which states that all members of it boards and commissions, including ad hoc committees, appointed by the its must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree Philip Blackmar Page 3 of 6 it Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to it Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the it of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the it r Yes r. No Do you, your spouse, your business or your spouse's business have a City contract? r Yes r. No Philip Blackmar Page 4 of 6 Does your employer or your spouse's employer have a City contract? r. Yes r No Are you involved with any activities or employment that would conflict with the official duties on the it boards for which you are applying? ............... r. Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the it r. Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the it r Yes r. No If you answer " s" to any of the questions above, please explain or ask to speak with the City's Legal Department. As an engineering consultant in Corpus Christi some of the projects my company works on are for the City of Corpus Christi. Currently none of the projects I am working on conflict with the board, but there is potential for infrequent conflict. On these occasions I will recuse myself from any participation or voting on the specific topic of conflict. Board-specific questions (if applicable) Philip Blackmar Page 5 of 6 Question applies to WATERSHORE AND BEACH ADVISORY COMMITTEE Per city ordinance, the committee must include members representing certain categories. Do you qualify for any of the following categories? W Engineer Philip Blackmar Page 6 of 6 ��� ��� EDUCATION Master ofScience, Civil Engineering with emphasis inCoastal Engineering, Oregon State University, Mr. Blaokmerinexperienced inanalysis and design ofcoastal, marine, and 2013 navigation projects such as shoreline and slope protection, dredging, passing vessel ene|ynin counter wave loading and B�uhe|orof8uienue. ��ce�n ' ' Engineering, Texas A&M climatology analysis,coastal flood protection, and habitat restoration. He has University College Station, provided professional services throughout the United States focusing onTexas, 2011 Louisiana, and Alaska and has accumulated experience in the analysis of complex coastal processes, applied design, preparation of plans and specifications, numerical PROFESSIONAL modeling, data collection, technical naviow, and overall project t. REGISTRATIONS Professional Engineer,Texas, No. 126679 Issued: 05/25/2017,Expires:3/31/2018 riiiiiiiiii,M1111111111 ii 11�1111�1 ii,mill i Iii,Iiiiii,ii,III,1111MINEENEEM PROFESSIONAL Texas General Land Office, North Beach Nourishment, Corpus Christi,TX MEMBERSHIPS Coastal Engineer. Performed historical shoreline and volumetric analysis for beach American Shore and Beach erosion, coupled with numerical modeling ofwaves and sediment transport to Preservation Association develop ebeach nourishment design hoprotect the vulnerable infrastructure etNorth Beach inCorpus Christi, TX Coasts, Oceans, Ports, and �Rivera Institute m m Texas General Land Office, Ge�eetonSeawall Beach Nouriehmnerd(12 bo61 Street), Galveston,TX Coastal Engineer.Assisted in the design and construction INDUSTRY TENURE administration of a 1,200,000 cy beach nourishment along the Galveston Seawall 5yeans using material dredged from the Galveston Ship Channel. HDR TENURE City ofCorpus Christi, Corpus Christi Beach Monitoring. Coastal Engineer. 5yeans Performed a quarterly beach and dune survey for the City of Port Aransas. Survey results were analyzed tounderstand beach and dune morphology inthe area. City ofPort Aransas, Port Aransas Beach Monitoring. Coastal Engineer. Performed a quarterly beach and dune survey for the City of Port Aransas. Survey results were analyzed tounderstand beach and dune morphology inthe area. Texas General Land Office, End ofSeawall Beach Nourishment. Construction Administrator.Assisted in construction administration activities for the construction of dunes and ebeach nourishment et the west end of the Galveston Seawall. K4etohe| for the project was dredged from within Galveston Bay, stockpiled and allowed to dowetor. and transported hothe beach via truck. Texas General Land Office, Post Ike Phase 3 Supporting Coastal Engineer. Monitoring the recovery of Texas Beaches from Sabine Pass to Freeport, Texas after Hurricane Ike. Monitoring included surveys, beach assessments,and accretion and erosion evaluations. City ofCorpus Christi, Cole Park Shoreline Protection Improvements. Coastal Engineer. Design and construction administration services for improvements to the shoreline protection etCole Park onCorpus Christi Bay. Texas General Lend Office, Indian Point Shoreline Protection Design Engineer and Construction Administrator. Design of graded hprep shoreline protection systems PI1111....I11P 1::31....ACKMIAFfi FN for the parking lot and adjacent marsh complex at Indian Point Fishing Pier, Portland, Texas. Tasks included meteorological and oceanographic data gathering,wave numerical modeling, structure design,and construction administration. Coastal Bend Bays&Estuaries Program, Portland Berm Armoring. Construction Administration. Performed construction administration for the final phase of a marsh restoration project along the Portland Causeway in Nueces Bay, Corpus Christi, TX in which a graded riprap revetment was constructed along the outside of a previously constructed marsh berm. Texas General Land Office,Arturo Galvan Coastal Park and Living Shoreline. Construction Administrator. Provided construction administration services during construction of a living shoreline in South Padre, TX. City of Corpus Christi,TX, Maintenance Dredging and Beach Nourishment at Packery Channel, North Padre Island,TX. Construction Administrator. Maintenance dredging within navigation inlet connecting Corpus Christi Bay and Gulf of Mexico. Services included construction administration for the project, observing the dredging and placement of dredged material as a beach nourishment. City of Galveston, Galveston Planning&Development Regulations. Coastal Engineer. Supporting The City of Galveston, Texas has engaged HDR to assist in an ambitious planning program and complete an overhaul of the community's land development regulations. Through an intensive, collaborative process the HDR team helped the City update its Comprehensive Plan; complete specialized plans addressing such topics as coastal management, resilience, sustainability and preservation and rewriting zoning and land use. Texas General Land Office, Dickinson Bayou Wetland Restoration. Design Engineer. Design of 10 acres of marsh platform and shoreline protection structures using mechanically excavated and hydraulically dredged material and graded riprap. Galveston Bay Foundation, Oyster Lake Shoreline Protection, Galveston Bay, TX. Coastal Engineer. Design of a wide crested, intertidal, shoreline protection system for the Oyster Lake Marsh Complex. Tasks included meteorological and hydrographic data gathering, numerical modeling of waves and currents, and design of graded riprap and artificial reef ball shoreline protection systems. ll,, 111111111111111Ul791111611111111000000= Coastal Structures Blackmar, Philip J., Daniel T. Cox, and Wei-Cheng Wu. "Laboratory observations and numerical simulations of wave height attenuation in heterogeneous vegetation." Journal of Waterway, Port, Coastal, and Ocean Engineering 140.1 (2013): 56-65. 2 CITY OF CORPUS CHRISTI Submit Date: Jan 09, 2017 Application for a City Board, Commission, Committee or Corporation Profile Kelly Byrom Prefix First Name Middle Initial Last Name Suffix Email Address Street Address Suite or Apt State City Postal Code What district do you live in? W District 4 (Note: If you do not know your district click here) Current resident of the city? r. Yes r No 13 If yes,how many years? Primary Phone Alternate Phone Wooldridge Place Nursing 'Cleln'te'r,'''''''','ll''''I'll''''I'll'','ll''''I'll''''I Licensed Vocational Employer Job Title 7352 Wooldridge Work Address-Street Address and Suite Number Kelly Byrom Corpus Christi Work Address-City TX Work Address-State 1 78414 Work Address-Zip Code 361-991-9633 Work Phone kellybyrom@yahoo.com Work E-mail address Preferred Mailing Address Home/Primary Address Which Boards would you like to apply for? WATERSHORE AND BEACH ADVISORY COMMITTEE: Submitted Interests & Experiences Do you currently serve on any other it board, commission or committee at this time? Ifso, please list: Lakeshore Villas Homeowners Association Education, Professional and/or Community Activity (Present) Beach User all my life Why are you interested in serving on a City board, commission or committee? Upload a Resume Please Upload any additional supporting documents. Kelly Byrom Demographics Ethnicity Caucasian/Non-Hispanic Gender W Female Verification it Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to it Code of Ordinances, Section 2-65, which states that all members of it boards and commissions, including ad hoc committees, appointed by the its must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. I Agree it Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to it Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. V I Agree Kelly Byrom Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Kelly Byrom Board-specific questions (if applicable) Question applies to WATERSHORE AND BEACH ADVISORY COMMITTEE Per city ordinance, the committee must include members representing certain categories. Do you qualify for any of the following categories? W Owner or Representative of a Hotel or Condo Located on North Padre Island or Mustang Island Kelly Byrom CITY OF CORPUS CHRISTI Submit Date: Dec 11, 2017 Application for a City Board, Commission, Committee or Corporation Profile Meredith Darden Prefix First Name Middle Initial Last Name Suffix Email Address Street Address Suite or Apt State City Postal Code What district do you live in? W District 1 (Note: If you do not know your district click here) Current resident of the city? r. Yes r No 3 If yes,how many years? Are you a registered voter? r. Yes r No Primary Phone Alternate Phone Corpus Christi Convention & Visitor Information Center 'Visitors,'Bureaul Manager............................................ Employer Job Title 1521 N. Chaparral St. Work Address-Street Address and Suite Number Meredith Darden Corpus Christi Work Address-City TX Work Address-State 78401 Work Address-Zip Code 361-881-1818 Work Phone mdarden@visitcorpuschristitx.org Work E-mail address Preferred Mailing Address Work Address Which Boards would you like to apply for? WATERSHORE AND BEACH ADVISORY COMMITTEE: Submitted Interests & Experiences Do you currently serve on any other it board, commission or committee at this time? Ifso, please list: Education, Professional and/or Community Activity (Present) Why are you interested in serving on a City board, commission or committee? I believe it is my responsibility to serve the community in which I live and represent the tourism industry on key local issues. Upload a Resume Meredith Darden Please Upload any additional supporting documents. Demographics Ethnicity Caucasian/Non-Hispanic Gender W Female Verification it Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to it Code of Ordinances, Section 2-65, which states that all members of it boards and commissions, including ad hoc committees, appointed by the its must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. I Agree it Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to it Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Meredith Darden Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the it r Yes r. No Do you, your spouse, your business or your spouse's business have a City contract? r Yesr. No Does your employer or your spouse's employer have a City contract? r. Yes r No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? r Yes r. No Meredith Darden Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the it r Yes r. No Do you or your spouse have a pending claim, lawsuit or proceeding against the it r Yes r. No If you answer " s" to any of the questions above, please explain or ask to speak with the City's Legal Department. I work for the Corpus Christi Convention & Visitors Bureau. Board-specific questions (if applicable) Question applies to WATERSHORE AND BEACH ADVISORY COMMITTEE Per city ordinance, the committee must include members representing certain categories. Do you qualify for any of the following categories? * ............... ............... W Corpus Christi Convention and Visitors Bureau Member Meredith Darden CITY OF CORPUS CHRISTI Submit Date: Jan 13, 2017 Application for a City Board, Commission, Committee or Corporation Profile Phillip Davis Prefix First Name Middle Initial Last Name Suffix Email Address Street Address Suite or Apt State City Postal Code What district do you live in? W District 4 (Note: If you do not know your district click here) Current resident of the city? r. Yes r No 35 If yes,how many years? r r Primary Phone Alternate Phone Employer Job Title Work Address-Street Address and Suite Number Phillip Davis Page 1 of 6 Work Address-City Work Address-State Work Address-Zip Code Work Phone pdavis@delmar.edu Work E-mail address Preferred Mailing Address None Selected Which Boards would you like to apply for? CORPUS CHRISTI DOWNTOWN MANAGEMENT DISTRICT: Submitted PARKS AND RECREATION ADVISORY COMMITTEE: Submitted TRANSPORTATION ADVISORY COMMISSION: Archived WATERSHORE AND BEACH ADVISORY COMMITTEE: Submitted MARINA ADVISORY COMMITTEE: Submitted Interests & Experiences Do you currently serve on any other it board, commission or committee at this time? If so, please list: Anything outdoor related: Parks, Marina, Beaches, etc Education, Professional and/or Community Activity (Present) Active in Santa Fe Soccer Club, Santa Fe Swim Club and Downtown Optimist Club by are you interested in serving on a City board, commission or committee? Phillip Davis Page 2 of 6 Upload a Resume Please Upload any additional supporting documents. Demographics Ethnicity ............... ............... W Caucasian/Non-Hispanic Gender W Male Verification it Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to it Code of Ordinances, Section 2-65, which states that all members of it boards and commissions, including ad hoc committees, appointed by the its must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree it Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to it Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. J-x I Agree Phillip Davis Page 3 of 6 Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Phillip Davis Page 4 of 6 Board-specific questions (if applicable) Question applies to MARINA ADVISORY COMMITTEE Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? W Scientist, i.e. Marine Biologist Phillip Davis Page 5 of 6 Question applies to TRANSPORTATION ADVISORY COMMISSION Per city ordinance, at least one member of this commission shall represent the bicycling community. Do you qualify for this category9 r. Yes r No Question applies to WATERSHORE AND BEACH ADVISORY COMMITTEE Per city ordinance, the committee must include members representing certain categories. Do you qualify for any of the following categories? W Scientist i.e.,Marine Biologist) Phillip Davis Page 6 of 6 CITY OF CORPUS CHRISTI Submit Date: Dec 06, 2016 Application for a City Board, Commission, Committee or Corporation Profile Erick 0 Engen Prefix First Name Middle Initial Last Name Suffix Email Address Street Address Suite or Apt State City Postal Code What district do you live in? W District 1 (Note: If you do not know your district click here) Current resident of the city? r. Yes r No 3 If yes,how many years? Primary Phone Alternate Phone 01.11SI.-Navy......................................... Legal Officer Employer Job Title 554 McCain Work Address-Street Address and Suite Number Erick 0 Engen Kingsville Work Address-City TX Work Address-State 1 78363 Work Address-Zip Code Work Phone erick.engen@ navy.mi I Work E-mail address Preferred Mailing Address Home/Primary Address Which Boards would you like to apply for? WATERSHORE AND BEACH ADVISORY COMMITTEE: Submitted Interests & Experiences Do you currently serve on any other it board, commission or committee at this time? Ifso, please list: No Education, Professional and/or Community Activity (Present) Bachelor of Arts in Political Science - Austin College, Sherman, TX Government, law, litigation, management. Why are you interested in serving on a City board, commission or committee? erik.engen.2015.doc Upload a Resume Erick 0 Engen Career Summary.l.docx Please Upload any additional supporting documents. Demographics Ethnicity Caucasian/Non-Hispanic Gender W Male Verification it Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to it Code of Ordinances, Section 2-65, which states that all members of it boards and commissions, including ad hoc committees, appointed by the its must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. I Agree it Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to it Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. rx— I Agree Erick 0 Engen Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Erick 0 Engen Board-specific questions (if applicable) Question applies to WATERSHORE AND BEACH ADVISORY COMMITTEE Per city ordinance, the committee must include members representing certain categories. Do you qualify for any of the following categories? W Owner or Representative of a Hotel or Condo Located on North Padre Island or Mustang Island Erick 0 Engen Erik O. Engen EDUCATION Certified Public Manager, Texas State University, William P. Hobby School of Public Affairs, (candidate) Graduate, Naval Justice School, Newport, RI Bachelor of Arts (B.A), Austin College, Sherman, Texas Majors: Political Science and Spanish H.S. Diploma, Plano Sr. High School-- Advanced Placement - U.S. History; C.L.E.P.- U.S. History and Spanish; Major Studies Law PROFESSIONAL HISTORY Legalman 4/20/15 Department of Defense, U. S. Navy, Naval Legal Services Command, attached to Kingsville Naval Air Station Perform paralegal duties under the direction and supervision of Judge Advocates in providing and administering legal services, including matters concerned with military justice, administrative discharges, claims, admiralty law and legal assistance; Record and transcribe proceedings of courts-martial, courts of inquiry, investigations and military commissions and prepare and submit necessary records and reports, Prepare correspondence Conduct interviews Perform legal research of pertinent material for evaluation; Provide advice and assistance to personnel and command on matters of legal administration Case Manager 9/10/10-4/19/15 U. S. Small Business Administration, Office of Disaster Assistance U.S. Dept of Homeland Security, Fort Worth, Texas Review home and business loans for legal sufficiency and agency's collateral position; Perform legal review of loan closing documents including notes, guarantees, mortgages, tax forms, affidavits regarding property, deeds of trust, etc., and determine compliance with the requirements set forth in the loan; Close and fund commercial and business loans initiate disbursements; interface with borrowers and insurance entities and translate for Spanish-only speaking borrowers regarding loan closing documents and closing procedure. Handle all level of home and business loans, with complex collateral, multi-property, and multiple borrower loans. Further, member of bilingual (Spanish) working group handling Spanish-only speaking borrowers in the closing and funding process and satisifying loan requirements City Administrator 7/10-1/11 City of Driscoll, Texas Management of the day-to-day operations of a Texas Class C General Law city including but not limited to Public Works, Utilities, Police, Administration, Finance and Municipal court. My primary responsibilities include producing an annual city budget, direction of all city employees, economic development, infrastructure maintenance, representing the city and interfacing with other entities, grant-writing, as well as serving as administrator to the Driscoll economic development corporation. Case Manager 6/09-3/10 Disaster Response, Society of St. Vincent DePaul Dallas Diocese Provide long-term case management services to disaster victims of Hurricane Ike in a church-based, non-profit, second-responder posture-under FEMA grant; identify and prioritize unmet needs; maintain client database as well as national disaster database- CAN-(Coordinated Assistance Network) and identify duplication of benefits by interfacing with FEMA and/or SBA; refer to public and private social services in order to restore disaster victim to pre-disaster condition; interface directly with disaster victims in the field, as well as public and private agencies, government and non-profit, as well as recovery committees and community block grant committees Case Manager 10/08-5/09 U. S. Small Business Administration, Office of Disaster Assistance U.S. Dept of Homeland Security, Fort Worth, Texas Review home and business loans for legal sufficiency and agency's collateral position; Perform legal review of loan closing documents including notes, guarantees, mortgages, tax forms, affidavits regarding property, deeds of trust, etc., and determine compliance with the requirements set forth in the loan; Close and fund commercial and business loans initiate disbursements; interface with borrowers and insurance entities and translate for Spanish-only speaking borrowers regarding loan closing documents and closing procedure. Handle all level of home and business loans, with complex collateral, multi-property, and multiple borrower loans. Further, member of bilingual (Spanish) working group handling Spanish-only speaking borrowers in the closing and funding process and satisifying loan requirements Commercial-Business Loan Closer 5/08 - 9/08 Citibank N.A. (CitiGroup) Irving, Texas Review executed loan documents for credit approval, collateral perfection; prepare loan packages for boarding/booking and funding, including citing document exceptions, UCC filings, lien position and perfection. Primary duties also include interfacing with relationship managers, credit officers, title and escrow officers. Coordinator for Indigent Defense 3/07 -5/08 County of Collin, Texas As an officer of the court, I insure the county's compliance with Senate Bill 7 providing uniformity in judicial court appointments for indigent defendants; interface with sheriff and court staffs in the execution of affidavits of indigency and determinations for court appointed attorneys; interview defendants during magistration proceedings at arraignment as well as in court and make findings for the district, county-courts at law as well as magistration courts as to indigency and determination for legal representation Day Labor Manager, Garland Day Labor Center 1/07 -3/07 Texas Workforce Commission Oversaw the day to day activities of a day labor center as the TWC representative to the job placement center; interfaced with day laborers, employers and city workforce staff; in the course of my duties I opened the center, enforced work-place rules, interfaced between employers and day laborers making job announcements and negotiating terms of compensation; also, translated from English-Spanish for Spanish-only speaking laborers and employers; maintained employer and laborer database and tracked job referrals. Paralegal Specialist 9/12/05-1/07 U. S. Small Business Administration, Office of Disaster Assistance U.S. Dept of Homeland Security, Fort Worth, Texas Review home and business loans for legal sufficiency and agency's collateral position; Perform legal review of loan closing documents including notes, guarantees, mortgages, tax forms, affidavits regarding property, deeds of trust, etc., and determine compliance with the requirements set forth in the loan; , draft and process loan closing documents. Additionally, handle pre-closing customer service inquiries as to loan closing status, translate for Spanish-only speaking borrowers regarding loan closing documents and closing procedure. Handle all level of home and business loans, with complex collateral, multi-property, and multiple borrower loans. Manager I, 9/03-6/05 Texas Attorney General, Child Support Division -Lubbock County and Rural offices Responsible for planning, organizing, directing and monitoring the work activities of a child support field office, under the supervision of the Managing Attorney; Supervised professional, technical and clerical staff including hiring, evaluating, counseling and training; Prepared and monitored the field office budget; Monitored field office performance and took corrective actions to achieve assigned goals and objectives; Monitored and ensured compliance with federal and state regulations, policies, procedures and standards while providing superior customer service; Responded to inquiries and resolved issues from agency management, government officials, attorneys, parents, advocacy and community groups and other customers; Attended work regularly in accordance with agency leave policy Complied with all applicable security and safety rules, regulations and standards Office Supervisor, 11/00-9/03 Texas Attorney General Child Support Division, Dallas Northeast Legal Team Leader, managed dockets and court staff for office litigation at George Allen, Dallas County Family courts. Managed the day-to-day operations of the unit; primary front-line staff supervisor; performed most non-attorney HR and leave matters including employee counseling, performance plans and evaluations; set monthly customer service duty schedules (phone and front-desk); monitor Intellicenter; prepare statistical and monthly reports for the unit to Administrative Office; served as Ombudsman and ACES Liason; Primary Super-User for the unit (at time of conversion to present); directly supervise production; regularly perform translation and customer-service related to Spanish-only speaking customers, in office and in court. Child Support Investigator IV, 4/00- 11/00 Texas Attorney General -Child Support Division, Dallas Northwest Monitored and enforced child support obligations; served as Enforcement Team Leader; Handled all enforcement walk-in appointments; regularly translated and performed customer service functions for Spanish-only speaking customers. Paralegal/Legal Assistant 9/98-4/00 Interviewed clients in family, criminal, personal injury, and general civil matters; handled all levels of attorney-client correspondence and communication; drafted pleadings and Orders; am proficient in PRO-DOC; have a working knowledge of the Family Code and Texas Rules of Civil Procedure; drafted and responded to all forms Discovery; compelled Discovery; represented attorneys before the court and court staff. Principle firms: Deborah Miller, Miller, Shelton and Pace, Dallas, TX (Family, Criminal, Personal Injury, General Civil) 214-559-6173 Tim Powers, Law Offices of Tim Powers, Denton, TX (Family, Criminal, General Civil) 940-483-8000 Lester Vance, Vance and Associates, Sherman, TX (Personal Injury, General Civil) 903-892-2529 Legal Coordinator, Office of the Guardian Ad Litem 5/95- 8/98 Managed and coordinated litigation for the friend-of-the-court in three Family Courts in Dallas County, as well as all general jurisdiction courts in Collin County, including but not limited to the filing of legal pleadings, docket-control, management of legal staff, and interfacing with district judges, attorneys, respondents, clients, court staff, court clerk staff, local child support registries, and Attorney General staff. Responsible for all litigation from filing to disposition. I performed main-frame to laptop data interfaces for court, managed the payment center and personally handled the court cost and attorney fiduciary accounts for child support, attorney's fees and court costs District Office Manager, 7/93-1/94 Texas Senate -301h Senatorial District Set-up and managed senatorial district office for Cooke, Denton and Grayson counties for Senator Steven A. Carriker, Child Support Investigator (II, III, IV), 1/89-7/93 Texas Attorney General-Child Support Division, 404- McKinney, TX Conducted factual investigations concerning parent-child relationships; prepared and verified legal pleadings; mediated disputes and negotiated terms of court orders with custodial and non-custodial parents; provided litigation support to attorneys and court- master; calculated child support arrearages and maintained state registry records; and Enforcement Team Leader Legislative Assistant, Senator Steven A. Carriker 7/88-12/88 Texas Senate -301h Senatorial District Provided constituent service in the district office during the transition from Senator Farabee's to Senator Carriker's administration Employment Interviewer I, 7/86-5/87 Texas Employment Commission Processed claims for unemployment insurance; interviewed claimants and determined eligibility according to federal guidelines; provided Placement job search counseling UNDERGRADUATE EXPERIENCE Clerk III, Texas Employment Commission, Economic Research and Analysis Section Implemented and analyzed the Standard Industrial Re-Classification Survey Special Assistant, National Endowment for the Humanities Austin College Summer Institute Served as graduate level teaching assistant for primary and secondary level teachers of Spanish language from the southwest REFERENCES Lesli Hartin, Attorney Advisor-Team Lead, 6303 U.S. Small Business Administration, Disaster Assistance Melissa Rodriguez, City Commissioner, City of Driscoll, Texas Mary Reed, President, Driscoll Economic Improvement Development Corporation Betty Collier, municipal consultant Shanon Granado, Program Supervisor ■ Society of St Vincent de Paul, Beaumont Diocese Gene Snelson, General Counsel, Texas Animal Health Commission Bill Killian, General Manager, Corpus Christi Disposal Michelle Patrick, Grants and WIC Coordinator, Collin County, Texas Kathy Storm, Court Coordinator, 301St Judicial District Court Dallas County, Texas Edwina Flewellyn, Employment Services Supervisor x218 Texas Workforce Commission Ronald Meadows, Assistant Attorney General, Lubbock, TX Office of the Attorney General, Child Support Division Career Summary Erik Engen ✓ Over 13 years progressively responsible experience with the Texas Attorney General's office, Title IV-D Child Support agency; including Establishment and Enforcement production, Legal Team lead, Ombudsman, Office Supervisor and Office Manager (in Collin, Dallas and Lubbock counties, Texas) ✓ Over 3 years as legal coordinator including litigation-support and management for a Friend of the Court office, the Office of the Guardian Ad Litem, responsible for all new filings including drafting exhibits, service of process, docket control, production of attendant orders through to final disposition, drafting and monitoring of Writs of Attachment and Capias' on TCIC and NCIC, interfacing with law enforcement personnel in the execution of arrest warrants as well as the collection of court costs and attorney's fees and maintenance of fiduciary accounts (Collin and Dallas counties, Texas) ✓ Over 5 years total management experience responsible for all day to day operations of a child support office, including monitoring production, leave and time policies, budget, hiring and discipline, evaluation, and achieving litigation and collection goals (up to 30 staff including attorneys) ✓ Bilingual in Spanish and English, including interpretation and translation before the court, for family law and criminal litigants, in office and magistration settings, including the negotiation of court orders ✓ Over 15 years total combined government experience at the municipal, county, state (legislative and execute/judicial branches), and federal levels ✓ Non-Profit experience includes disaster assistance with St Vincent de Paul, Dallas and Beaumont Diocese, as well as refugee resettlement of unaccompanied minor children through Lutheran Social Services of the South CITY OF CORPUS CHRISTI Submit Date: Jan 25, 2017 Application for a City Board, Commission, Committee or Corporation Profile Daniel E Mazoch Prefix First Name Middle Initial Last Name Suffix Email Address Street Address Suite or Apt State City Postal Code What district do you live in? W District 4 (Note: If you do not know your district click here) Current resident of the city? r. Yes r No 27 If yes,how many years? Primary Phone Alternate Phone Director of Development and 'Clilplolamloln''$IhoIrlel/l$lea''Olats'''''ll''I 'Cloln's1truptilon, Employer Job Title 122 Market Street Work Address-Street Address and Suite Number Daniel E Mazoch Port Aransas Work Address-City TX Work Address-State 78373 Work Address-Zip Code Work Phone daniel@seaoatsgroup.com Work E-mail address Preferred Mailing Address Home/Primary Address Which Boards would you like to apply for? WATERSHORE AND BEACH ADVISORY COMMITTEE: Submitted Interests & Experiences Do you currently serve on any other it board, commission or committee at this time? Ifso, please list: No Education, Professional and/or Community Activity (Present) Please see attached qualifications. Why are you interested in serving on a City board, commission or committee? Mazoch Daniel Beach Shore 2017.pdf Upload a Resume Please Upload any additional supporting documents. Daniel E Mazoch Demographics Ethnicity Caucasian/Non-Hispanic Gender W Male Verification it Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to it Code of Ordinances, Section 2-65, which states that all members of it boards and commissions, including ad hoc committees, appointed by the its must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. I Agree it Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to it Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. I Agree Daniel E Mazoch Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Daniel E Mazoch Board-specific questions (if applicable) Question applies to WATERSHORE AND BEACH ADVISORY COMMITTEE Per city ordinance, the committee must include members representing certain categories. Do you qualify for any of the following categories? • Engineer • Owner or Representative of a Hotel or Condo Located on North Padre Island or Mustang Island Daniel E Mazoch DANIEL E . MAZOCH , P. E . PROFESSIONAL QUALIFICATIONS [WATERSHORE AND BEACH ADVISORY COMMITTEE] • 5+years experience in coastal regulating policy and procedures,including State,County,and City regulations. • Extensive work in the field of coastal development including coordination with local and state level governmental agencies and committees.Skills include representing developers,municipalities,and individuals in coastal matters such as beach maintenance practices,dune mitigation,subdivision construction,dune walkover construction,and beach access road construction,including the preparation of all relevant permitting(50+cases in Nueces County). • Knowledge of regulating policy and procedures,including:Nueces County Beach Management Plan,Joint Erosion Response Plan, Coastal Barrier Resource Systems,interfacing of public and private land and beach access easements,and State regulations (General Land Office)regarding coastal management and development. • Attended inaugural Coastal Management and Dune Maintenance Conference to promote better coordination and planning between researchers, municipalities, and developers; Hosted by the Harte Research Institute for Gulf of Mexico studies at Texas A&M Corpus Christi. • Provided comprehensive coastal management and permitting services on more than 50 project sites in Port Aransas and Nueces County. • Experienced in presenting at municipal meetings including City Planning and Zoning,City Council,and Nueces County Commissioners Court. • Frequent attendee of Beach Management Advisory Committee meetings,follower of beach management and permitting policy changes,longtime Island resident and user of beaches and public waterways. PROFESSIONAL EXPERIENCE Cinnamon Shore(Sea Oats Group),Port Aransas,TX Director of Development and Construction(January 2017-Present) Voss Engineering,Corpus Christi,TX Professional Engineer(June 2016-January 2017) Urban Engineering,Corpus Christi,TX Engineer in Training(June 2011-May 2016) EDUCATION & LICENCING Professional Engineer(October 2016) Water Resources and Environmental Engineering -Civil Engineering Texas PE#:124855 Texas A&M University—Kingsville(2007-2011) Bachelor's of Science in Civil Engineering,Cum Laude Graduate ACTIVITIES/ PROFESSIONAL ORGANIZATIONS American Society of Civil Engineers(ASCE),Corpus Christi Branch Secretary(2016-Present) Treasurer(2015-2016) CITY OF CORPUS CHRISTI Submit Date: Jan 31, 2017 Application for a City Board, Commission, Committee or Corporation Profile Dr. Philippe Tissot Prefix First Name Middle Initial Last Name Suffix Email Address Street Address Suite or Apt State City Postal Code What district do you live in? W District 2 (Note: If you do not know your district click here) Current resident of the city? r. Yes r No 16 years If yes,how many years? Primary Phone Alternate Phone Texas A&M University-Corpus ,Clhlrilsltil'''''''''ll''''I'll''''I'll'','ll''''I'll'''llI Associate Research Employer Job Title 6300 Ocean Dr. Work Address-Street Address and Suite Number Dr. Philippe Tissot Corpus Christi Work Address-City Texas Work Address-State 1 78412 Work Address-Zip Code 361-825-3776 Work Phone philippe.tissot@tamucc.edu Work E-mail address Preferred Mailing Address Home/Primary Address Which Boards would you like to apply for? WATERSHORE AND BEACH ADVISORY COMMITTEE: Submitted Interests & Experiences Do you currently serve on any other it board, commission or committee at this time? ifso, please list: I do not currently serve on any City board, commission or committee. Education, Professional and/or Community Activity (Present) Present activity: Associate Research Professor and Associate Director of the Conrad Blucher Institute both at Texas A&M University-Corpus Christi. I have been studying and modeling coastal physical processes for more than 15 years. Education consist of Physics Engineering Diploma (MS) and Nuclear Engineering Phd. Why are you interested in serving on a City board, commission or committee? Biosketch Tissot City Fa112015.pdf Upload a Resume Dr. Philippe Tissot Please Upload any additional supporting documents. Demographics Ethnicity Caucasian/Non-Hispanic Gender W Male Verification it Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to it Code of Ordinances, Section 2-65, which states that all members of it boards and commissions, including ad hoc committees, appointed by the its must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. I Agree it Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to it Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. 1�7 1 Agree Dr. Philippe Tissot Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Dr. Philippe Tissot Board-specific questions (if applicable) Question applies to WATERSHORE AND BEACH ADVISORY COMMITTEE Per city ordinance, the committee must include members representing certain categories. Do you qualify for any of the following categories? • Scientist i.e.,Marine Biologist) • Engineer Dr. Philippe Tissot Philippe E. Tissot Conrad Blucher Institute and Department of Physical and Environmental Sciences Texas A&M University-Corpus Christi Biosketch: Dr. Tissot is the Associate Director for the Conrad Blucher Institute and an Associate Research Professor at Texas A&M University-Corpus Christi. His research focuses on the analysis and prediction of coastal physical processes. Projects include developing operational predictions for navigation and emergency management, work on sea level rise and its impact and the development of mobile apps to better communicate this information. Dr. Tissot has authored or co-authored 24 peer reviewed articles, over 120 proceedings, abstracts and technical presentations, a Physical Science text book for future K-12 teachers, and 2 US Patents. Prior to joining TAMUCC in 1999, Dr. Tissot was a research scientist at a private research institution working on R&D projects including developing prototypes for companies in the areas of oil exploration, environmental assessment, semiconductor materials analysis, and treatment of engineered wood materials. Professional Preparation Swiss Federal Institute of Technology Engineering Physics Diploma, 1987 Texas A&M University Nuclear Engineering Ph.D., 1994 Appointments 2013-present Associate Research Professor, College of Science & Engineering 2011-present Associate Director, Conrad Blucher Institute for Surveying and Science 2009-2011 Assistant Director, Conrad Blucher Institute for Surveying and Science 2007-2013 Associate Professor of Physics 2006-2007 Coordinator for the Coastal and Marine System Science (CMSS)PhD program, 2003-2006 Coordinator of the Science, Math & Technology Education(SMTE)program, TAMU-CC. 2001 -2007 Assistant Professor of Physics and Physical Science 2001 Visiting faculty intern at Advanced Micro Devices Process Characterization and Analysis Laboratory(pcal), Austin, Texas. 1999-2001 Assistant Research Scientist at the Conrad Blucher Institute, TAMU-CC. 1996- 1999 Institutional Radiation Safety Officer for the Houston Advanced Research Center. 1995 - 1999 Research Associate/Research Scientist at the Technology Development Laboratory(TDL) of the Houston Advanced Research Center(HARC). Selected Recent Publications & Reports (Past 5 years) Collins, W. and Tissot, P. (2015) "An Artificial Neural Network Model to Predict Thunderstorms within 400-km2 South Texas Domains"Meteorological Applications, doi: 10.1002/met.1499. Tissot, P., Stephen, D, Fonseca, D., Chau, H., Tran, D., Pulgarin, L. and Letlora, S. (2015) "Weather for the Road: a Mobile Solution". Presentation at the 13th Symposium on the Application of Artificial Intelligence to Environmental Sciences,part of the AMS 95th Annual Meeting, 4-8 January 2015, Phoenix, Az. [Available online at https:Hams.confex.com/ams/95Annual/videogateway.cgi/id/29823?recordingid=29823]. Tissot, P., Dell, L., Rizzo, J. and Williams, D. (2015) "Nearshore Measurements of Wave Climate and Current Profiles along the Texas Coastal Bend". Proceedings of and oral presentation at the 13th Symposium on the Coastal Environment,part of the AMS 95th Annual Meeting, 4-8 January 2015, Phoenix, Az. [Both available online at https:Hams.confex.com/ams/95Annual/webprogram/Paper269560.html]. Reid, S., Tissot, P.E. and Williams, D. (2014) "Methodology for Applying GIS to Evaluate Hydrodynamic Model Performance in Predicting Coastal Inundation", Journal of Coastal Research, accepted, JCOASTRES-D-13-00160. Tissot, P., Rizzo, J. and Williams, D. (2014) "Nearshore Measurements and Correlations of Wave and Current Profiles", oral presentation at the 2014 American Shore and Beach Preservation Association National Conference, October 15-17, 2014, Virginia Beach, Virginia. Tissot, P., Zhu, W.B., Duff, S., Martin, D., Rink, M. and Rizzo, J. (2014) "Development, Assessment and Implementation of an Automated Gap Filling Method for Tide Stations with Dual Water Level Sensors", oral presentation and proceedings of Oceans' 14, September 15-18, St. Johns,Newfoundland, CA. doi: 10.1 109/OCEANS.2014.7003065. Rizzo, J., Tissot,P. and Duff, S. (2014) "The Texas Coastal Ocean Observation Network", oral presentation and proceedings of Oceans' 14, September 15-18, St. Johns,Newfoundland, CA. doi: 10.1 109/OCEANS.2014.700313 1. Besonen, M., Zimba, P., Hill, E., Tissot, P., McKay, M.,Nicolau, B., Hu, X., and Silliman, J. (2014) "Long-term Water Quality and Environmental Changes in Baffin Bay as Inferred from Sediment Cores—Preliminary Results". Presentation at the 2014 Texas Bays and Estuaries Meeting, April 23-24, Port Aransas, TX. Wade, H., Tissot, P. and McLaughlin, R. (2014) "Quantitative Modeling of Flood Insurance Claims, Inundation, and Sea Level Rise as a tool for Coastal Planning and Policy". Poster presentation at the Planning for Disaster Resilience Symposium, College Station, TX, April 4-5, 2014. Starek, M., Bridges, J., Bridges, D. and Tissot, P. (2014) "Unmanned Aerial System for Coastal Reconnaissance of the Near-shore Zone". Presentation at the ASPRS 2014 Annual Conference, March 23-28, Louisville, KY. Besonen, M. Zimba, P., Hill, E., Tissot, P., McKay, M. and Silliman, J. (2013) "Finding the Baseline—Putting Recent Eutrophication of Two South Texas Coastal Water Bodies Into Perspective by Using Sedimentary Records to Examine the Long-Term,Natural Variability of the Systems",poster presentation OS23C-1669, 2013 AGU Fall meeting, December 9- 13, 2013, San-Francisco, CA. Froeschke, B., Tissot, P., Stunz, G. and Froeschke, J. (2013) "Spatio-temporal predictive models for juvenile Southern Flounder in Texas estuaries. North American Journal of Fisheries 33(4), August 2013; 817-828. doi: 10.1080/02755947.2013.811129. Dalthorp, M.,Naehr, T. and Tissot, P. (2013) Relationship of Subsurface Reservoir Properties and Hydrocarbon Sea Surface Surface Slicks in the Northern Gulf of Mexico". In book: Hydrocarbon Seepage: From Source to Surface, Chapter: 12, Publisher: Society of Exploration Geophysicists and American Association of Petroleum Geologists, Editors: F. Aminzadeh, T.B. Berge, D.L. Connolly, pp.185-198, 01/2013; DOL-doi:10.1190/1.9781560803119.chl2. Warner,N. and Tissot, P.E. (2012). "Storm Flooding Sensitivity to Sea Level Rise for Galveston Bay, Texas", Ocean Engineering, Volume 44,pp 23-32. Warner,N., Sterba-Boatwright, B., Tissot P., and Jeffress, G. (2012) "Storms, Sea Level Rise and Estimated Increase in Inundation Probability with Confidence Intervals for Galveston, Texas", in Estuarine Modeling 2011, ISBN 9780784412411. Reid, S. and Tissot, P.E. (2012). "Hydrodynamic Model Implementation for Navigation Support in Corpus Christi Bay", in Estuarine Modeling 2011, ISBN 9780784412411. Tissot, P.E. (2012) "Climate Change and the Gulf Coast". Invited presentation, Texas Center for Climate Studies `Gulf of Mexico Regional Climate Modeling Workshop', May 30-31, 2012, College Station, Texas. Tissot P.E. and Martin, D. (2011) "Determining the Tidal or Non-Tidal Nature of Indian River Water Level Stations". Report to Cooner and Associates, Land O'Lakes, Florida and the Florida Department of Environmental Protection, Tallahassee, Florida. Simoniello, C.,P.E. Tissot, D. McKee, J. Adams, R. Ball and R. Butler. (2010) "Cooperative Approach to Resource Management: Texas Gamefish Win"Journal of the Marine Technology Society, Scientific Note, 44 5: 5-9. Patents John Colvin, Charles Vignal, Philippe Edouard Tissot, and Larry Raymond Crowe "Resin- Impregnated Substrate, Method of Manufacture and System Therefor", US Patent US 6,620,459 B2, Sept. 16, 2003. John Colvin, Charles Vignal, Philippe Edouard Tissot, and Larry Raymond Crowe "Resin Impregnated Substrate Materials", US patent US 7,585,566, 9/8/2009. Course Book Reid G. and Tissot, P. (2009) "A Teacher's Guide to Physical Science", Kendall Hunt, Dubuque, Iowa. ISBN 978-0-7575-6268-6. Synergistic Activities Development and online implementation of real-time predictive models based on machine learning techniques. Operational models now include: 14 locations for water level predictions, 1 for current predictions, 2 for water temperature predictions. Locations are along the Texas coast to help enhance navigational safety and were used (Dec 2009, Feb 2011) to interrupt barge traffic <http://www.cbi.tamucc.edu/cbi/Predictions/>. Conducted research on coastal safety including on the occurrence of rip currents in South Texas and navigational safety in Texas waterways. The rip current study led to improved public outreach and signage near piers and jetties where rip currents were found to take place most often. Public outreach is continued through TV interviews and feedback to local entities. Committed to mentoring undergraduate researchers (over 40 since 2000) from all background and giving them important tasks allowing them to grow and excel. 11 have since pursued a MS degree, 2 a PhD. Resulted so far in 2 Journal publications, 42 abstracts and posters, 17 awards (Sigma Xi, ERF, NOAA, TAMUCC). 2 students were awarded the NOAA's Ernest F. Hollings Undergraduate scholarships. Was awarded the 2007 TAMUCC Faculty advisor of the year award in part related to this mentoring activity. Set up and coordinated the TAMU-CC Science, Mathematics, and Technology Education (SMTE) program for the preparation of future Math and Science teachers (2003-2006) and advised future science teachers 2003-2012. Teaching, outreach and research in the field led to the book: G. Reid & P. Tissot, (2009), "A Teacher's Guide to Physical Science", Kendall Hunt, Dubuque, Iowa. ISBN 978-0-7575-6268-6. Other Service to the Community TV and Radio interviews (KEDT, Caller Times, KRISTV, KEDT, Univision) for the past four years to help the community get ready for Hurricane Season. Examples still available online: - Kiiity: http://www.kiiitv.com/story/25575375/know-your-coastal-bend-flood-zone - Kiiity: http://www.kiiitv.com/story/25645904/tamucc-professor-discusses-potential- threats-of-a-hurricane - TAMUCC archives: http://www.tamucc.edu/news/2013/09/Peak%20of/`20Hurricane%20 S eason%20.html - Kiiity: http://www.kiiitv.com/story/23384800/halfway-through-hurricane-season-dont- let-guard-down - Bay Area Citizen: http://www.yourhoustonnews.com/bay_area/news/hurricane-season- peak-is-sept-expert-warns-don-t-let/article_cb979c9e-f255-5779-8b7c- 6c2Od492b5aO.html - Nueces County Record Star: http://www.recordstar.com/news/article_6e5a5dOc-4Oa4- 5a69-8f5e-be830349f2d6.html Gave a series of interviews on the dangers of rip currents including: - - KiiiTV: http://www.kiiitv.com/story/18876714/expert-warns-of-rip-currents-near- piers-and jetties - - TAMUCC archives: http://www.tamucc.edu/news/2012/07/TissotStudyRipCurrents.html Provided advice to the city of Corpus Christi regarding relative sea level rise in the Coastal Bend to help decision making regarding the Corpus Christi Marina (Peter Davidson and other city staff, September 2011). Provided advice to the Houston/Galveston National Weather Service Office on modifications of surge rules for Galveston Bay after the removal of the Pleasure Pier tide station and replacement with the North Jetty tide station (summer 2011). Provided from 2009 to 2014 water temperature predictions for the Laguna Madre to several groups. Provided the guidance for the economically efficient closure of the Laguna Madre to barge traffic during the winters of 2010 and 2011. During closure of the waterway in 2011, over 1400 turtles were stranded with about 2/3 surviving. The model, predictions and closure of the waterway likely helped. Thesis Advisor (Past 5 years) Chair: Natalya Warner (PhD), Felischa Cullins (MS), Shanon Parham (MS), James Davis (MS). Co-chair: Robyn Ball (MS), Yelena Nevel (MS), Dan Prouty (PhD), Elizabeth Shanks (MS, PhD). Total Advised (Chair/Co-Chair): Ph.D. 3, MS 13. Member of number of other PhD and MS advising committees. Awards 2010: Recipient of a Spring 2010 Texas A&M University System Chancellor Teaching Excellence Award($5,000). One of three TAMUCC faculty to score in top 5 percent. 2007: Texas A&M University-Corpus Christi Faculty Advisor of the year. se �' as 0 E N'ORPOR ED 1852 AGENDA MEMORANDUM Future Agenda for the City Council Meeting of December 12, 2017 Action Item for the City Council Meeting of December 19, 2017 DATE: November 28, 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 Reaffirmation of the City's Investment Policy and Investment Strategies CAPTION: Resolution reaffirming the City of Corpus Christi's Investment Policy and Investment Strategies for Fiscal Year 2017-2018 PURPOSE: The Public Funds Investment Act requires annual review by the governing body of its Investment Policy, and adoption of a written instrument stating that it has reviewed the investment policy and investment strategies. BACKGROUND AND FINDINGS: Under Texas Government Code, Chapter 2256, Subchapter A. Authorized Investments For Governmental Entities, the State of Texas delineates the types of investments and the investment rules that must be followed by governmental entities. This chapter is often referred to as the "Public Funds Investment Act". In accordance with the Public Funds Investment Act, the governing body must approve the City's investment policy annually. City staff is recommending reaffirmation of the existing policy. Additionally, the City has established an Investment Committee which consists of the City Manager, Assistant City Managers, City Attorney, Director of Financial Services, and Director of Management and Budget, or their designees. The Committee met on November 28, 2017 and approved the Investment Policy. It was discussed at the meeting that the Investment Policy would be reviewed and reformatted in calendar year 2018. The City's financial advisor will also be asked to review the policy and provide recommendations for improvement. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY/ NON-EMERGENCY: n/a DEPARTMENTAL CLEARANCES: • City Attorney's Office • Investment Committee FINANCIAL IMPACT: X Not Applicable ❑ Operating Expense ❑ Revenue ❑ CIP Project to Date Exp. Current Future FISCAL YEAR: (CIP Only) Year Years TOTALS Budget - $ - $ - $ - Encumbered/Expended amount of(date) - - -This item - $ - $ - $ - BALANCE - $ - $ - $ - FUND(S): COMMENTS: n/a RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Exhibit A of Resolution — Investment Policy Resolution reaffirming the City of Corpus Christi's Investment Policy and Investment Strategies for fiscal year 2017-2018. WHEREAS, the City of Corpus Christi's Investment Policy and Investment Strategies were first adopted pursuant to Resolution No. 022390 on October 24, 1995; WHEREAS, the Texas Public Funds Investment Act requires the governing body to annually review, amend as necessary, and reaffirm its investment policy and invest- ment strategies; WHEREAS, the Investment Policy and Investment Strategies were previously re- viewed for fiscal year 2016-2017 on November 18, 2016, and reaffirmed pursuant to Resolution No. 031022 on December 20, 2016; WHEREAS, the Investment Policy and Investment Strategies were reviewed for fiscal year 2017-2018 by the Investment Committee on November 28, 2017, recom- mended for approval with an updated issuance date, and are required to be annually reviewed, amended (if necessary), and reaffirmed by the City Council; Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council has reviewed the City of Corpus Christi's Investment Policy and Investment Strategies for fiscal year 2017-2018. A copy of the Investment Policy, which contains the separate Investment Strategies, is attached to this resolution as Exhibit A and incorporated by reference into this resolution as if set out here in its entirety. Section 2. With an updated issuance date that coincides with the date this resolution is passed, the City Council reaffirms the City of Corpus Christi's Investment Policy and Investment Strategies for fiscal year 2017-2018 and continues the policy and strategies in full force and effect. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor Corpus Christi, Texas day of , 20 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 ,....." , �NG`q Po{W�g lX�hy1��� CITY OF CORPUS CHRISTI, TEXAS FINANCIAL SERVICES INVESTMENT POLICY December 19, 2017 TABLE OF CONTENTS Page I. INTRODUCTION ............................................................................................................1 II. PURPOSE ......................................................................................................................1 III. DEFINITIONS .................................................................................................................2 IV. INVESTMENT OBJECTIVES .........................................................................................4 V. AUTHORIZED INVESTMENTS AND MAXIMUM MATURITY .........................................5 VI. INVESTMENT STRATEGIES .........................................................................................9 VII. DESIGNATION OF RESPONSIBILITY .........................................................................11 VIII. INTERNAL CONTROLS ...............................................................................................12 IX. COMPETITIVE SOLICITATION ....................................................................................13 X. AUTHORIZED COUNTER-PARTIES ...........................................................................14 XI. COLLATERALIZATION ................................................................................................15 XII. SAFEKEEPING OF CITY SECURITIES .......................................................................15 XIII. INFORMATION REPORTING/PORTFOLIO EVALUATION ..........................................16 XIV. BANKING SERVICES ..................................................................................................17 XV. ANNUAL POLICY ADOPTION .....................................................................................17 XVI. GENERAL PROVISIONS .............................................................................................17 APPENDICES A. TEXAS PUBLIC FUNDS INVESTMENT ACT ..........................................................19-54 B. CODE OF ETHICS...................................................................................................55-63 C. RESOLUTION .........................................................................................................64-66 D. LEGAL DEFENSE AND INDEMNIFICATION OF CITY OFFICERS AND EMPLOYEES ..........................................................................................................67-68 i I. INTRODUCTION The City of Corpus Christi shall invest all available monies in compliance with this Investment Policy as adopted by the City Council and authorized by the Public Funds Investment Act. Effective cash management is recognized as essential to good fiscal management. An aggressive cash management program will be pursued to maximize interest earnings as a viable and material revenue source. The City's portfolio shall be designated and managed in a manner responsive to the public trust and consistent with local, state and federal law. Investments shall be made with the primary objective of: • Preservation of capital and protection of principal; • Maintenance of sufficient liquidity to meet operating needs; • Security of city funds and investments; • Diversification of investments to minimize risk while maximizing interest earnings; and • Maximization of return on the portfolio. Earnings from investments will be used in a manner that will best serve the interests of the City of Corpus Christi. Investments shall be made with judgment and care, under prevailing circumstances, that a person of prudence, discretion and intelligence would exercise in the management of that person's own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived. II. PURPOSE A. Authorization This Investment Policy is authorized by the City Council in accordance with Chapter 2256, Subchapter A of the Texas Government Code - The Public Funds Investment Act (the "Act" attached and incorporated as Appendix A). B. Scope This Investment Policy applies to all funds of the City, excluding pension funds, with regard to investing the financial assets of Funds, including, but not limited to: General Fund Special Revenue Funds Enterprise Funds Internal Service Funds Special Purpose Funds (within the control of Investment Officers) Capital Improvement Funds (including Bond Proceeds, Bond Reserves, Debt Service, Commercial Paper and any other debt instrument) In addition to this Policy, the investment of Bond Funds, Debt Service, and Reserve Funds shall be managed (including the yield calculation thereon) by 1 their governing ordinances and Federal Law, including the Tax Reform Act of 1986 and subsequent legislation. C. Review and Amendment This Policy shall be reviewed and adopted no less than annually by the City Council on or before December 31 of each calendar year. Amendments must be adopted by the City Council. The City Council shall adopt a written instrument by ordinance or resolution stating that it has reviewed the Investment Policy. This ordinance or resolution shall record any changes made to the Investment Policy. III. DEFINITIONS Authorized Broker/Dealer - Primary dealer and regional firms that have been selected by the federal underwriters to distribute their securities. Each authorized firm in a Broker/Dealer will offer the issue at the price authorized by the governmental agency on the initial market issuance. Authorized City Representatives — Investment Officers and City Officers authorized to execute transactions are designated in the attached and incorporated Appendix A on behalf of the City. (Specific positions so authorized are the City Treasurer, Investment Analyst, Controller, Chief Accountant,Assistant Director of Financial Services and Director of Financial Services). Authorized Investment—Authorized investments defined by this Policy with a maximum maturity are approved by the Investment Committee and City Council. All Policy authorized securities are listed in Section V. Collateral - Securities pledged by a banking institution or sold under a repurchase agreement, to guarantee City assets. All collateral must be AAA rated. The City requires U.S. Treasuries, U.S. Agency Securities or municipal obligations as collateral so that the market values can be readily determined at any point in time. Collateral requirements are defined in Section XI. Cusip Number - A cusip is a 9-character alphanumeric code which identifies a financial security for purposes of facilitating clearing and settlement of trades. Custodian — An approved independent custodian charged with the safekeeping of securities owned by or pledged to the City. An independent custodian is one not affiliated with any pledging institution or counter-party. Director of Financial Services - The Director of Financial Services is the Municipal Finance Officer responsible for City investments, but not designated as an Investment Officer. The Director of Financial Services may designate the Assistant Director of Financial Services, Controller or Chief Accountant to assist in this process. Excess Cash Balances - Collected bank balances not needed to pay estimated check clearings. Failed Transaction—A transaction in which an investment is not delivered to an institution for operational or availability reasons. The security would fail to be delivered to the Custodian. 2 Institution - Any firm, bank, bank holding company, broker/dealer or Public Funds Investment Pool that offers to sell/buy a financial transaction/security to the City. All such firms must complete a Policy certification as stated by this Policy. Investment Advisor—SEC registered investment advisor contracted by the City to assist in the portfolio management process, reporting and treasury operations/controls. Investment Officers — Individuals designated by the City Council to execute investment transactions. Positions include only the City Treasurer and Investment Analyst. Investment Portfolio - All City monies and securities invested under authority of the Investment Officers. Qualified Representative —As defined by the Act, a person, who holds a position with a business organization, who is authorized to act on behalf of the business organization, and who is one of the following: (A) For a business organization doing business that is regulated by or registered with a securities commission, a person who is registered under the rules of the National Association of Securities Dealers; (B) For a state or federal bank, a savings bank, or a state or federal credit union, a member of the loan committee for the bank or branch of the bank or a person authorized by corporate resolution to act on behalf of and bind the banking institution; (C) For an investment public funds investment pool, the person authorized by the elected official or board with authority to administer the activities of the investment public funds investment pool to sign the written instrument on behalf of the investment public funds investment pool; or (D) For an investment management firm registered under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-1 et seq.) or, if not subject to registration under that Act, registered with the State Securities Board, a person who is an officer or principal of the investment management firm. Reserve Funds - Funds designated by the City Council for specific purposes, which have not been appropriated for spending. Securities - Approved Investments designated by the Investment Committee, as defined by Section VII, to be held in the Investment Portfolio or acceptable to be pledged as Collateral to secure the monies of the City. Special Purpose Funds - Monies of non-profit corporations that Investment Officers are permitted to invest; includes such entities as the Coastal Bend Health Facilities Development Corporation, Corpus Christi Housing Finance Corporation, Corpus Christi Community Improvement Corporation, HOME Project, First Time Home Buyer, Corpus Christi Industrial Development Corporation, Corpus Christi Business and Job Development Corporation, North Padre Island Development Corporation, Corpus Christi Crime Control and Prevention District, and Corpus Christi Digital Community Development Corporation. 3 Third Party Safekeeping Institution - Any Institution not affiliated with an Institution delivering the Authorized Investment. IV. INVESTMENT OBJECTIVES The following states the investment objectives of the City in order of priority: A. Preservation and Safety of Principal Investments of the City shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall Investment Portfolio. B. Liquidity The City's Investment Portfolio must be structured in a manner which maintains the liquidity necessary to pay obligations as they become due. Sufficient cash flows must be maintained through cash flow analysis and by rapidly depositing monies and timing disbursements. Generally, Investments are matched to specific cash flow requirements such as payrolls, construction drawdown schedules, debt service payments, and other payables. Liquidity is also achieved by investing in Authorized Investments with active secondary markets or in Public Funds Investment Pools with stable net asset values. C. Investment Yield The City's Investment Portfolio shall be designed with the objective of regularly exceeding the average yield of the following benchmarks in a manner consistent with the principles of this Policy described in Section IV. A and B and reflecting the cash flow expectations and portfolio strategy of the City: Six-month average of Texpool, Texstar and Texas Daily. However, it must be recognized that differing interest rate environments will result in fluctuations. During a declining market, satisfying this objective may not be practical until Authorized Investments mature and can be re-invested, especially since preservation of capital is the first priority in the investment of monies pursuant to this Policy. For bond issues to which arbitrage restrictions apply, the primary objectives shall be to avoid negative arbitrage and to obtain market yields minimizing the costs associated with investing such monies. D. Diversification Diversification is required because of differing liquidity needs of the City and to control risk. Diversification minimizes the risk to the overall Investment Portfolio by spreading market and credit risk as well as potential losses on individual securities or market sector thereby enhancing safety of the Investment Portfolio. 4 Through the solicitation of competitive proposals, the City shall allocate and diversify its Investments through various Institutions. The following types of Investments will be solicited from approved Institutions: 1. Obligations of the United States; including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States. 2. Repurchase Agreements - through a Third Party Safekeeping Institution Agreement, which includes an approved primary dealer doing business in Texas as required by the PFIA; 3. Public Funds Investment Pools - through participation agreements; 4. Certificates of Deposit- through approved local banks or a broker that has a main office or a branch office in this state and is selected from a list adopted by the investing entity. 5. Money Market Mutual Funds; 6. Guaranteed Investment Contracts (for Bond Proceeds only); and 7. Texas Term Investment Pool; The City recognizes that investment risks can result from default risk, credit volatility risk, and market price risks due to various technical and fundamental economic factors, and other complications, leading to temporary illiquidity. To control market price risks, volatile Investments shall be avoided. To control default risk, the only acceptable method of payment will be on a delivery versus payment-basis for all transactions, except Public Funds Investment Pools and repurchase agreements. Delivery versus Payment provides for payment to Institutions at the time the Investments are recorded in book entry form at the City's Third Party Safekeeping Institution, currently maintained at the Federal Reserve. For certificates of deposit, sufficient Collateral at 102% of current market values must be pledged to protect all City monies or monies under its control that exceed Federal Deposit Insurance Corporation (FDIC) coverage; the Collateral must be safe kept at a Third Party Safekeeping Institution not affiliated with the bank or bank holding company providing the certificate of deposit. V. AUTHORIZED INVESTMENTS AND MAXIMUM MATURITY The City of Corpus Christi is authorized to invest only in the following investments. City monies, governed by this Policy, may not be invested in other investments permitted by law unless this Policy is amended and adopted to permit such investment. A. Authorized Investments 1. Obligations of the United States or its agencies and instrumentalities, excluding mortgage backed securities, which currently include the following stated final maturities: a. Short-term U.S. Treasuries: Maximum Maturity 1.) U.S. Treasury Bills ................................................up to 365 days* 2.) U.S. Treasury Coupon Notes ...................................up to 3 years* 3.) U.S. Treasury Notes and Strips ................................up to 3 years* 5 b. U.S. Agencies: Maximum Maturity 1.)Federal Home Loan Bank ........................................up to 2 years* 2.)Federal National Mortgage Association. ...................up to 2 years* 3.)Federal Farm Credit .................................................up to 2 years* 4.)Federal Home Loan Mortgage Corporation.............up to 2 years* 5.)Federal Agricultural Mortgage Corporation ..............up to 2 years* *Reserve Funds invested in Treasury and Agency obligations may have a stated final maturity up to five years. 2. Repurchase Agreements ...................................................... up to 365 days Repurchase agreements must be fully collateralized at 102% with a defined maturity date, is secured by a combination of cash and obligations, including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States placed with a primary government dealer with collateral, and safekept at a City approved Custodian, as provided under the provisions of the SIFMA (Securities Industry and Financial Markets Association) Master Repurchase Agreement. An executed agreement between the City, primary government dealer and Custodian will be on file before the City will enter into a tri-party repurchase agreement. Weekly monitoring by the City's Investment Officers or Advisor of all Collateral underlying repurchase agreements is required. More frequent monitoring may be necessary during periods of market volatility. 3. Public Funds Investment Pool ............................................up to 1 day A Public Funds Investment Pool duly created and managed in accordance with the Act to function as a money market mutual fund that marks its portfolio to market daily and, to the extent reasonably possible, which stabilizes its portfolio to market daily at $1 net asset value. If the ratio of the market value of the Public funds investment pool's portfolio divided by the book value of the portfolio is less than 99.50% or greater than 100.50%, the Public—funds investment pool's portfolio holdings shall be sold as necessary to maintain the ratio between 99.50% and 100.50%. The maximum amount that may be invested in any one public funds investment pool is five (5) percent of the total current invested balance of the Public Funds Investment Pool. The maximum total amount that may be invested in any one overnight Public Funds Investment Pool is thirty (30) percent of the Investment Portfolio. The Public Funds Investment Pool must be continuously rated no lower than AAA or AAA-m or at an equivalent rating by at least one nationally recognized rating service. Public Funds Investment Pools may contain investment securities that are not directly authorized by this Policy, so long as (i) the AAA rating is standard herein above stated is satisfied, and (ii) the investment is permitted by Subchapter A of the Texas Public Funds Investment Act, Chapter 2256 of the Texas Government Code. 6 An investment pool may invest its funds in money market mutual funds to the extent permitted by and consistent with the investment policies and objectives adopted by the investment pool. In addition to the requirements of its investment policy and any other forms of reporting, a public funds investment pool created to function as a money market fund shall report yield to its investors in accordance with regulations of the Securities and Exchange Commission applicable to reporting by money market funds. If the investment pool operates as an internet website, the information in a disclosure instrument or report must be posted on the website. 4. Collateralized and Brokered Certificates of Deposit .............. up to 2 years Certificates of deposit or other instruments issued by state and national banks domiciled in Texas that are: Guaranteed or insured by the Federal Deposit Insurance Corporation or its successor; or Secured at 102% by obligations defined by Section XI of this Policy. a. Collateralized Certificates of Deposit Certificates of deposit must be fully collateralized at 102% of their market value. The City requires the bank to pledge U.S. Treasuries or U.S. Agencies as collateral as described in section V, Subdivision A.1. The Investment Officers will monitor adequacy of collateralization on a weekly basis. b. Brokered Certificates of Deposit The Investment Officer shall monitor, on no less than a weekly basis, the status and ownership of all banks issuing brokered CDs owned by the City of Corpus Christi based upon information from the FDIC. Brokered CDs will be required to have a cusip number and be held in safekeeping at a third-party institution. If any bank has been acquired or merged with another bank in which brokered CDs are owned, the Investment Officer shall immediately liquidate any brokered CD which is above the FDIC insurance level. 5. Money Market Mutual Fund ..............................................up to 1 year A AAA-rated no-load money market mutual fund (no service charge) is an authorized investment if: a. the money market mutual fund is registered with and regulated by the Securities and Exchange Commission; b. the money market mutual fund provides the City with a prospectus and other information required by the Securities Exchange Act of 1934 (15 U.S.C. Section 78a et seq.) or the-Investment Company Act of 1940 (15 U.S.C. Section 80a-1 et seq.); c. the money market mutual fund includes in its investment objectives the maintenance of a stable net asset value of$1 for each share; 7 d. the assets of the money market mutual fund are invested in those investments authorized under this Investment Policy; and e. the money market mutual fund has a dollar weighted average stated maturity of 90 days or fewer. 6. Guaranteed Investment Contracts ........................................... up to 3 years Guaranteed investment contracts offer to pay a specific interest rate over a period of time, and can be structured to reflect an anticipated draw down schedule for capital improvements funded with bond proceeds. The collateral and monitoring requirements applicable to repurchase agreements shall apply to guaranteed investment contracts. A guaranteed investment contract may be utilized only in connection with the investment of bond proceeds. The maximum term of a guaranteed investment contract shall not exceed the anticipated construction period for the capital improvement, the construction of which is to be funded with Bond Proceeds. 7. Texas Term Investment Pool................................................up to 1 year The Texas Term Investment Pool for fixed term investments was created as an investment pool and is a hybrid, mutual fund structure. The pool offers a fixed rate, fixed term portfolio option and is rated AAA by Standard and Poor's Ratings Services. Participants may lock in a fixed rate for a term of 60 to 365 days. B. Weighted Average Maturity In order to assure adequate liquidity and to minimize risk of loss to the Investment Portfolio due to interest rate fluctuations, investment maturities will not exceed the anticipated cash flow requirements of the Funds. Maturity guidelines by Fund are as follows: The weighted average maturity (WAM) of the overall portfolio shall be no more than 365 days. 1. Operating Funds The maximum weighted average maturity of Operating Funds shall be 365 days. The Investment Officers will monitor the maturity level and adjust as appropriate throughout the fiscal year. 2. Capital Improvement Funds The maximum weighted average maturity of Capital Improvement Funds shall be 365 days. The Authorized Investment maturity of that portion of the City Portfolio that represents Capital Improvement Funds (bond proceeds, reserve funds, debt service and Commercial Paper) shall be determined considering: a. The anticipated cash flow requirements of the Capital Improvement Funds; and b. The "temporary period" as defined by Federal income tax law during 8 which time bond proceeds may be invested at an unrestricted yield. Bond proceeds subject to yield restriction shall be invested considering that yield restriction to avoid a challenge to the City's related indebtedness qualification as an obligation, the interest in which is not subject to federal taxation under section 103 of the Internal Revenue Code of 1986 as amended_(the "IRC"). Bond proceeds subject to yield restriction shall be invested considering the anticipated cash flow requirements of the Capital Improvement Funds. For all bond proceeds controlled by the tax-exempt bond provisions of the IRC a complete yield analysis shall be performed to assure compliance with the IRC. An annual rebate calculation shall be performed to assure compliance with IRC. An annual rebate calculation shall be performed to determine the City's rebate liability at the end of each respective bond issue's five-year term. On the third anniversary of the respective issue date for each bond issue, bond proceeds from such issue will be yield restricted as required by the IRC. 3. Reserve Funds Established by Operative Bond Funds or by the City Council. The following Reserve Funds may be invested up to five years in U.S. Treasuries or Agencies: Maximum Choke Canyon Fund 4050................................$10,000,000 City monies governed by this Policy may not be invested in other investments permitted by law unless (i) such investments are specifically authorized for the investment of these monies by an ordinance adopted by the City Council issuing bonds or other debt obligations or (ii) this Policy is amended to permit such investment. C. Methods to Monitor Investment Market Price The City monitors the market price of investments obtained from Texpool's securities pricing service or the Bloomberg system which is made available through the City's authorized institutional brokers. The City may also obtain market price information from other nationally recognized sources of financial information such as the Wall Street Journal. VI. INVESTMENT STRATEGIES A. Investment Maturity Diversification A minimum of 15% of the total investment portfolio shall be held in Authorized Investments with maturity dates of 90 days or less for liquidity. U.S. Treasuries/Agencies may be purchased for longer-term maturities (greater than one year) but shall not exceed 40% of the total investment portfolio to preserve liquidity. The weighted average maturity limitation of the overall Investment Portfolio takes these requirements into account to protect liquidity and allow flexibility for market environments. Daily Authorized Investment reports shall monitor and address 9 whether these diversification requirements are being met. Unless approved by the Investment Committee, the target percentages specified shall not be exceeded for temporary periods greater than thirty (30) days without the Investment Officers taking corrective action. B. Strategies 1. Operating and CIP Funds Investment strategies for operating funds and capital improvement funds have as their primary objective the assurance that anticipated cash flows are matched with adequate investment liquidity. The secondary objective is to create an Investment Portfolio structure,which will experience minimal volatility during economic cycles. To accomplish this strategy, the City will purchase high credit quality, short-to-intermediate term investments primarily in a laddered structure. To pay for anticipated disbursements, Authorized Investments will be laddered to correspond with the projected cash flow needs of the City. Investments maturing that are acquired on the short end of the yield curve 90 days or less will meet immediate cash needs. A few Authorized Investments are purchased on the intermediate part of the yield curve (1-3 year maturity) to lock in higher interest rates when rates are projected to decline due to the economic cycle of the economy. The dollar weighted average investment maturity of 365 days or less will be calculated using the stated final maturity dates of each investment. 2. Debt Service Funds Investment strategies for debt service funds shall have as the primary objective the assurance that debt service payment obligations are timely met. 3. Debt Service Reserve Funds Investment strategies for debt service reserve funds shall have as the primary objective the ability to generate a dependable revenue stream with a low degree of volatility. In accordance with the specific bond authorization document, investments should be of high credit quality, with short-to-intermediate-term maturities and a maximum weighted average maturity of one year. 4. Special Purpose Funds Investment strategies for Special Purpose Funds will have as their primary objective the assurance that anticipated cash flows are matched with adequate Authorized Investment liquidity. The stated final maturity dates and weighted average maturity shall be structured on the project completion date. These investment portfolios shall include highly liquid investments to allow for flexibility and unanticipated project outlays. 10 C. Achieving Investment Yield Objectives The City will utilize a conservative buy and hold strategy for the majority of the Investment Portfolio with investment selection based on legality, appropriateness, liquidity, and risk/return considerations. This strategy recognizes the unique needs of individual funds and provides for their recognized—cash flow needs. The remaining portion of the Investment Portfolio may be invested actively and the reasons for doing so are: 1. Passive investment provides for: a. Investments targeted to pay upcoming anticipated disbursements. b. Liquidity to provide for a measure of anticipated disbursements and C. Laddering and diversification to manage market and credit risk. 2. Active investment provides for: a. The ability to improve yields in the Investment Portfolio by riding the yield curve during business cycle recovery and expansion periods. Interest rates on longer maturities typically exceed those on shorter maturities. Therefore, longer maturities (that can be held to maturity, if necessary) are purchased in anticipation of selling later at the same or lower interest rate, improving the total return during the holding period. b. The ability to improve market sector diversification by swapping out of one investment into another for a better total return, to realign for disbursement projections, or to extend or shorten maturity depending on economic forecasts. The City Manager, or his designee, is required to approve any investment that must be sold at a loss. All gains and losses will be reported to the City Council and Investment Committee no less frequently than on a quarterly basis. VII. DESIGNATION OF RESPONSIBILITY A. Investment Committee An Investment Committee, consisting of City Manager, Assistant City Managers, Director of Financial Services (or if vacant, Assistant Director of Financial Services), City Attorney,Assistant Director of Financial Services/Management and Budget shall meet at least quarterly to determine operational strategies and to monitor investment results. The Investment Committee will be responsible for monitoring, reviewing and making recommendations regarding the City's Investment Portfolio to the City Council. The Investment Committee will review quarterly investment reports before 11 submission to the City Council and will, on no less than an annual basis, review and adopt a list of authorized broker/dealers prepared by the City. The Investment Committee shall include in its deliberation such topics as: economic outlook, Investment Portfolio diversification, maturity structure, risk and performance of the portfolio(s). B. Investment Officers The authority to invest City funds and the execution of any documentation necessary to evidence the investment of City funds is granted to the Investment Officers. The City Treasurer and the Investment Analyst are the designated Investment Officers responsible for the daily operation of the investment program. Investment Officers will prepare monthly and quarterly reports, maintain information on counter-parties, monitor collateral, and attend training as required by the Act. As required by the Act, each Investment Officer shall attend ten hours of training in accordance with the Act within 12 months of assuming responsibilities and attend 8hours of training that begins on the first day of that local government's fiscal year and consists of the two consecutive fiscal years after that date. Training should include topics such as investment controls, security risk, market risks, diversification of the investment portfolio and compliance with Texas laws. The Investment Committee approves investment—training seminars presented by the following organizations: Government Finance Officers Association Government Finance Officers Association of Texas Government Treasurers Organization of Texas Association of Public Treasurer's of the US & Canada Texas Municipal League University of North Texas Center for Public Management If the Investment Officer desires to attend an investment-training seminar presented by another organization for training credit, such seminar must be approved by the Director of Financial Services. C. Investment Advisor The City Council may contract with an investment management firm registered under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-1 et seq.) to provide for the investment and management of City funds. The initial contract made under authority of this subsection may not be for a term longer than two years. A renewal or extension of the contract must be made by the City Council by ordinance or resolution. VIII. INTERNAL CONTROLS The City Treasurer will establish a system of internal controls over the investment activities of the City and document such controls in the Investment Procedures Manual. These internal controls shall be approved by the Director of Financial Services. 12 A. Standard of Care Investments shall be made with the same judgment and care, under prevailing circumstances, that a person of prudence, discretion, and intelligence would exercise in the management of the person's own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived. Prudent investment is to be judged by the Investment Portfolio as a whole, not on individual Investments. In the case of a loss required rating, if liquidation is necessary due to a public funds investment pool losing its AAA rating or for other reasons, liquidation will be done in a prudent manner consistent with the investment objectives of this Policy and as provided in 2256.021 of the Government Code the Act. The Investment Officer shall monitor, on no less than a weekly basis, the credit rating on all authorized investments in the portfolio based upon independent information from a nationally recognized rating agency. If any security falls below the minimum rating required by Policy, the Investment Officer shall notify the City Manager, Director of Finance and City Council of the loss of rating, conditions affecting the rating and possible loss of principal with liquidation options available, within two weeks after the loss of the required rating. Investment Officers and the Investment Advisor shall perform their duties strictly in accordance with the adopted Investment Policy. Investment Officers acting in good faith and in accordance with these policies and procedures shall be relieved of personal liability if exceptions are reported on a timely basis and prudent actions are taken to reduce potential loss. The Investment Committee and officers are indemnified as provided by City ordinance attached and incorporated as Appendix D. B. Ethics Investment Officers, Investment Committee members and employees involved in the investment process shall comply with the City's Code of Ethics attached and incorporated as Appendix B which requires disclosure of financial interests by April of each year. These individuals shall refrain from personal business activities that could conflict with proper execution of the investment program or which could impair the ability to make impartial investment decisions. Officers and employees shall disclose to the City Council any material investment decisions. Officers and employees shall disclose to the council any material financial interest in institutions that conduct investment or banking transactions with the City. Any Investment officer who has a personal or business relationship with an organization seeking to sell an investment to the City shall file a statement disclosing that relationship or interest. Disclosure statements required under this subsection must be filed. IX. COMPETITIVE SOLICITATION Except for Repurchase Agreements, Guaranteed Investment Contracts, and Public Funds Investment Pools, any new issue investment will be purchased through an Authorized Broker/Dealer or directly through the issuer. Investment 13 Officers identify the best rate prior to the purchase of an Authorized Investment that meets the City's cash flow needs at the time. Any Institution authorized to participate in the City's investment program must meet Collateral pledge requirements outlined in Section XI of these guidelines-and must submit annual financial reports. X. AUTHORIZED COUNTER-PARTIES A. Broker/Dealers Any broker/dealer seeking to sell an Authorized Investment to the City is required to complete the questionnaire approved by the Investment Committee and furnish supporting documentation required by the Investment Committee. Information on the firms shall be maintained by the Investment Officers or the Investment Advisor. Securities qualifying as Authorized Investments shall only be purchased through those institutions approved by the Investment Committee. B. Policy Certification Investments shall only be made with those Institutions who have executed a written certification in a form acceptable to the City, executed by a Qualified Representative of that Institution, and substantially to the effect that the Institution has: 1. Received, thoroughly reviewed and acknowledged, in writing, receipt and understanding of this Policy. 2. Acknowledged that the Institution has implemented reasonable procedures and controls in an effort to preclude investment transactions conducted between the Institution and the City that are not authorized by this Policy. C. Investments shall only be made with those institutions who have met the qualifications and standards established by the City's Investment Committee and set forth in the Investment Procedures Manual. D. The Investment Committee shall, at least annually, review, revise, and adopt a list of qualified brokers that are authorized to engage in investment transactions with the City. E. The City Treasurer will request the Investment Committee to authorize deletion of institutions for: 1. Slow response time; 2. Inability to compete with other authorized firms; 3. Insufficient market information on technical or fundamental expectations based on economic indicators; 4. Failed transactions or continuing operational difficulties; 5. Unwillingness to continue to abide by this Policy; the provisions listed in IX.A.; 14 6. Other reasons as approved by the Investment Committee. XI. COLLATERALIZATION It is imperative that the securities in the Investment Portfolio be protected through independent safekeeping and all time deposits and demand bank cash balances be protected with sufficient collateral at a minimum of 102% daily of current market values to guard against market and volatility risk. A. Pledged Collateral for Time and Demand Deposits Depository collateral is pledged to and not owned by the City. All collateral shall be held by a custodian approved by the City under an executed collateral agreement. The market value of pledged collateral for time and demand deposits must be at least 102% of the principal plus accrued interest. All collateral shall be held by an independent custodian outside the holding company of the pledging bank. Original evidence of City collateralization in the form of original safekeeping receipts will be provided to the City Treasurer and will be maintained in the City Treasurer's Office. The custodian will provide a monthly listing of collateral describing the securities and giving a market value. An investment officer will approve and release all pledged collateral. The Investment Officers will monitor adequacy of collateralization on a weekly basis. B. Collateral Substitution Collateralized investments and certificates of deposit often require substitution of Collateral. Any Institution must contact the Investment Officers for approval and settlement. The substituted collateral's value will be calculated and substitution approved if its value is equal to or greater than the required collateral value. Substitution is allowable for all transactions, but should be limited, to minimize the City's potential administrative problems. C. Collateral Reductions Should the collateral's market value exceed the required amount, any Institution may request approval from the Investment Officer to reduce collateral. Collateral reductions may be permitted only if the City's records indicate that the collateral's market value exceeds the required amount. D. Prohibited Securities Investment securities described in Section 2256.009(b), Government Code, shall not be eligible for use as collateral of City monies governed by this Policy. XII. SAFEKEEPING OF CITY SECURITIES A. Third Party Safekeeping Agreement The City shall utilize its banking services depository or other banks for the safekeeping of City owned securities. The delivery of all securities into safekeeping will be done on a delivery versus payment basis. 15 B. Safekeeping of Certificate of Deposit Collateral All Collateral securing bank and savings and loan deposits must be held by a Third Party Safekeeping Institution approved by the City, or Collateral may be held at the Federal Reserve Bank. C. Safekeeping of Repurchase Agreement Collateral Repurchase Agreement Collateral is restricted to U.S. Treasuries and must be delivered to a Third-Party Safekeeping Institution with which the City has (subject to the limitation described in Section XI.D above) established a third-party safekeeping agreement. D. Guaranteed Investment Agreement Collateral Guaranteed investment contract collateral is restricted to U.S. Treasuries and Agencies (subject to the limitation described in Section XI.D above) and must be delivered to a Third-Party Safekeeping Institution with which a third-party safekeeping agreement has been established pursuant to the terms of the guaranteed investment contract. XIII. INFORMATION REPORTING/PORTFOLIO EVALUATION A. The City Treasurer and Investment Analyst as designated Investment Officers are responsible for reporting to the Investment Committee and City Council on a quarterly basis in accordance with the Act. B. Quarterly Investment Reports are to include the following in accordance with the Act: a. Combined Investment Portfolio Report of Market versus Book Values b. Combined Portfolio Composition C. Individual Portfolio Composition d. Cash and Cash Equivalents, U.S. Treasuries and Investments Greater than One year e. Combined Summary of Investment Transactions f. Combined Investment Portfolio -Weighted Average Maturity g. Investment Revenue h. Analysis of Excess Collateral Coverage i. Aggregate Activity Per Broker j. Comparison of Investment Returns to Benchmarks k. Investment Portfolio Report — Lake Texana Project and Packery Channel Project I. Bond Funds by Issue M. Pools and Money Market Accounts -Approved Institutional Brokers n. Economic and Interest Rate Forecast o. Glossary p. Compliance Statement q. Quarterly Investment Committee Meeting Minutes 16 Internal Reporting/Evaluation In addition, the following reports are to be submitted on a monthly basis: 1) Cash position by bank account 2) Collateral position 3) Investment transactions C. External Reporting/Evaluations On a quarterly basis, any institution holding City time or demand deposits will provide to the Investment Officers for the institution's review a copy of the balance sheet and income statement for the Call Report for review. All depository and brokerage institutions will provide annual audited financial statements. Any Public Funds Investment Pools must provide reports and disclosure statements as required by the Act. D. Record Retention The City follows the guidelines of retaining records for five years from City's current fiscal year, as recommended in the Texas State Library Municipal Records Manual or may be authorized by the City's local records management guidelines. XIV. BANKING SERVICES All depository services are provided in the City's main depository agreement. Other services such as credit cards, direct deposit of payroll or other services may be administered through separate agreements. To aggressively invest Excess Cash Balances, controlled disbursements accounts, zero balance accounts and other cash management tools may be employed. XIV. ANNUAL POLICY ADOPTION This Policy will be reviewed and adopted by the City Council no less than annually. The accepting ordinance resolution will include a description of all changes made to this policy. XVI. GENERAL PROVISIONS A. Audits and Inspections During regular business hours and as often as the Investment Officers deem necessary, the Institution providing certificates of deposit will make available for examination by the City Manager, his duly authorized agent, accountant, or legal representative, such records and data to assure the pledge of Collateral, availability of Collateral, and financial stability of the Institution. B. Compliance with Laws 17 Each Institution agrees to comply with all federal, state, and local laws, rules, regulations, and ordinances. The personnel or officers of such Institution shall be fully qualified and authorized under federal, state, and local law to perform the services set out under this Policy. Each Institution shall permit the Investment Officers to audit, examine, and make excerpts or transcripts from such records and to make audits of all contract, invoices, materials, and other data relating to applicable Investments. C. Performance Audits The City's Annual External Financial Audit shall include a compliance audit of management controls on Investments and adherence to this Policy. If the City invests in other than money market mutual funds, investment public funds investment pools or accounts offered by its depository in the form of certificates of deposit or money market accounts; the quarterly reports prepared by Investment Officers for the City Council must be formally reviewed at least annually by an independent auditor. The results of the review must be reported to the City Council by that auditor. D. Investment Policy Resolution. The resolution authorizing this Investment Policy is attached hereto as Appendix C. 18 APPENDIX A Texas Public Funds Investment Act Texas Government Code, Chapter 2256 Subchapter A 19 GOVERNMENT CODE TITLE 10 . GENERAL GOVERNMENT SUBTITLE F. STATE AND LOCAL CONTRACTS AND FUND MANAGEMENT CHAPTER 2256 . PUBLIC FUNDS INVESTMENT SUBCHAPTER A. AUTHORIZED INVESTMENTS FOR GOVERNMENTAL ENTITIES Sec. 2256 . 001 . SHORT TITLE . This chapter may be cited as the Public Funds Investment Act. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995 . Sec. 2256 . 002 . DEFINITIONS . In this chapter: (1) "Bond proceeds" means the proceeds from the sale of bonds, notes, and other obligations issued by an entity, and reserves and funds maintained by an entity for debt service purposes . (2) "Book value" means the original acquisition cost of an investment plus or minus the accrued amortization or accretion. (3) "Funds" means public funds in the custody of a state agency or local government that: (A) are not required by law to be deposited in the state treasury; and (B) the investing entity has authority to invest. (4) "Institution of higher education" has the meaning assigned by Section 61 . 003, Education Code . (5) "Investing entity" and "entity" mean an entity subject to this chapter and described by Section 2256 . 003 . (6) "Investment pool" means an entity created under this code to invest public funds jointly on behalf of the entities that participate in the pool and whose investment objectives in order of priority are : (A) preservation and safety of principal; (B) liquidity; and (C) yield. 20 (7) "Local government" means a municipality, a county, a school district, a district or authority created under Section 52 (b) (1) or (2) , Article III, or Section 59, Article XVI, Texas Constitution, a fresh water supply district, a hospital district, and any political subdivision, authority, public corporation, body politic, or instrumentality of the State of Texas, and any nonprofit corporation acting on behalf of any of those entities . (8) "Market value" means the current face or par value of an investment multiplied by the net selling price of the security as quoted by a recognized market pricing source quoted on the valuation date . (9) "Pooled fund group" means an internally created fund of an investing entity in which one or more institutional accounts of the investing entity are invested. (10) "Qualified representative" means a person who holds a position with a business organization, who is authorized to act on behalf of the business organization, and who is one of the following: (A) for a business organization doing business that is regulated by or registered with a securities commission, a person who is registered under the rules of the National Association of Securities Dealers; (B) for a state or federal bank, a savings bank, or a state or federal credit union, a member of the loan committee for the bank or branch of the bank or a person authorized by corporate resolution to act on behalf of and bind the banking institution; (C) for an investment pool, the person authorized by the elected official or board with authority to administer the activities of the investment pool to sign the written instrument on behalf of the investment pool; or (D) for an investment management firm registered under the Investment Advisers Act of 1940 (15 U. S .C. Section 80b-1 et seq. ) or, if not subject to registration under that Act, registered with the State Securities Board, a person who is an officer or principal of the investment management firm. (11) "School district" means a public school district. (12) "Separately invested asset" means an account or fund of a state agency or local government that is not invested in a pooled fund group. 21 (13) "State agency" means an office, department, commission, board, or other agency that is part of any branch of state government, an institution of higher education, and any nonprofit corporation acting on behalf of any of those entities . Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg. , ch. 1421, Sec. 1, eff. Sept. 1, 1997; Acts 1999, 76th Leg. , ch. 1454, Sec. 1, eff. Sept. 1, 1999 . Sec. 2256 . 003 . AUTHORITY TO INVEST FUNDS; ENTITIES SUBJECT TO THIS CHAPTER. (a) Each governing body of the following entities may purchase, sell, and invest its funds and funds under its control in investments authorized under this subchapter in compliance with investment policies approved by the governing body and according to the standard of care prescribed by Section 2256 . 006 : (1) a local government; (2) a state agency; (3) a nonprofit corporation acting on behalf of a local government or a state agency; or (4) an investment pool acting on behalf of two or more local governments, state agencies, or a combination of those entities . (b) In the exercise of its powers under Subsection (a) , the governing body of an investing entity may contract with an investment management firm registered under the Investment Advisers Act of 1940 (15 U. S .C. Section 80b-1 et seq. ) or with the State Securities Board to provide for the investment and management of its public funds or other funds under its control . A contract made under authority of this subsection may not be for a term longer than two years . A renewal or extension of the contract must be made by the governing body of the investing entity by order, ordinance, or resolution. (c) This chapter does not prohibit an investing entity or investment officer from using the entity' s employees or the services of a contractor of the entity to aid the investment officer in the execution of the officer ' s duties under this chapter. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1999, 76th Leg. , ch. 1454, Sec. 2, eff. Sept. 1, 1999 . 22 This section was amended by the 85th Legislature . Pending publication of the current statutes, see H.B. 1003, 85th Legislature, Regular Session, for amendments affecting this section. Sec. 2256 . 004 . APPLICABILITY. (a) This subchapter does not apply to: (1) a public retirement system as defined by Section 802 . 00.1; (2) state funds invested as authorized by Section 404 . 024; (3) an institution of higher education having total endowments of at least $95 million in book value on May 1, 1995; (4) funds invested by the Veterans ' Land Board as authorized by Chapter 161, 162, or 164, Natural Resources Code; (5) registry funds deposited with the county or district clerk under Chapter 117, Local Government Code; or (6) a deferred compensation plan that qualifies under either Section 401 (k) or 457 of the Internal Revenue Code of 1986 (26 U. S .C. Section 1 et seq. ) , as amended. (b) This subchapter does not apply to an investment donated to an investing entity for a particular purpose or under terms of use specified by the donor. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg. , ch. 505, Sec. 24, eff. Sept. 1, 1997; Acts 1997, 75th Leg. , ch. 1421, Sec. 2, eff. Sept. 1, 1997; Acts 1999, 76th Leg. , ch. 62, Sec. 8 . 21, eff. Sept. 1, 1999; Acts 1999, 76th Leg. , ch. 1454, Sec. 3, eff. Sept. 1, 1999 . This section was amended by the 85th Legislature . Pending publication of the current statutes, see H.B. 1701, 85th Legislature, Regular Session, for amendments affecting this section. Sec. 2256 . 005 . INVESTMENT POLICIES; INVESTMENT STRATEGIES; INVESTMENT OFFICER. (a) The governing body of an investing entity shall adopt by rule, order, ordinance, or resolution, as appropriate, a written investment policy regarding the investment of its funds and funds under its control . 23 (b) The investment policies must: (1) be written; (2) primarily emphasize safety of principal and liquidity; (3) address investment diversification, yield, and maturity and the quality and capability of investment management; and (4) include : (A) a list of the types of authorized investments in which the investing entity' s funds may be invested; (B) the maximum allowable stated maturity of any individual investment owned by the entity; (C) for pooled fund groups, the maximum dollar- weighted average maturity allowed based on the stated maturity date for the portfolio; (D) methods to monitor the market price of investments acquired with public funds; (E) a requirement for settlement of all transactions, except investment pool funds and mutual funds, on a delivery versus payment basis; and (F) procedures to monitor rating changes in investments acquired with public funds and the liquidation of such investments consistent with the provisions of Section 2256 . 021 . (c) The investment policies may provide that bids for certificates of deposit be solicited: (1) orally; (2) in writing; (3) electronically; or (4) in any combination of those methods . (d) As an integral part of an investment policy, the governing body shall adopt a separate written investment strategy for each of the funds or group of funds under its control . Each investment strategy must describe the investment objectives for the particular fund using the following priorities in order of importance : (1) understanding of the suitability of the investment to the financial requirements of the entity; (2) preservation and safety of principal; (3) liquidity; (4) marketability of the investment if the need arises to liquidate the investment before maturity; 24 (5) diversification of the investment portfolio; and (6) yield. (e) The governing body of an investing entity shall review its investment policy and investment strategies not less than annually. The governing body shall adopt a written instrument by rule, order, ordinance, or resolution stating that it has reviewed the investment policy and investment strategies and that the written instrument so adopted shall record any changes made to either the investment policy or investment strategies . (f) Each investing entity shall designate, by rule, order, ordinance, or resolution, as appropriate, one or more officers or employees of the state agency, local government, or investment pool as investment officer to be responsible for the investment of its funds consistent with the investment policy adopted by the entity. If the governing body of an investing entity has contracted with another investing entity to invest its funds, the investment officer of the other investing entity is considered to be the investment officer of the first investing entity for purposes of this chapter. Authority granted to a person to invest an entity' s funds is effective until rescinded by the investing entity, until the expiration of the officer ' s term or the termination of the person ' s employment by the investing entity, or if an investment management firm, until the expiration of the contract with the investing entity. In the administration of the duties of an investment officer, the person designated as investment officer shall exercise the judgment and care, under prevailing circumstances, that a prudent person would exercise in the management of the person ' s own affairs, but the governing body of the investing entity retains ultimate responsibility as fiduciaries of the assets of the entity. Unless authorized by law, a person may not deposit, withdraw, transfer, or manage in any other manner the funds of the investing entity. (g) Subsection (f) does not apply to a state agency, local government, or investment pool for which an officer of the entity is assigned by law the function of investing its funds . Text of subsec. (h) as amended by Acts 1997, 75th Leg. , ch. 685, Sec. 1 25 (h) An officer or employee of a commission created under Chapter 391, Local Government Code, is ineligible to be an investment officer for the commission under Subsection (f) if the officer or employee is an investment officer designated under Subsection (f) for another local government. Text of subsec. (h) as amended by Acts 1997, 75th Leg. , ch. 1421, Sec. 3 (h) An officer or employee of a commission created under Chapter 391, Local Government Code, is ineligible to be designated as an investment officer under Subsection (f) for any investing entity other than for that commission. (i) An investment officer of an entity who has a personal business relationship with a business organization offering to engage in an investment transaction with the entity shall file a statement disclosing that personal business interest. An investment officer who is related within the second degree by affinity or consanguinity, as determined under Chapter 573, to an individual seeking to sell an investment to the investment officer ' s entity shall file a statement disclosing that relationship. A statement required under this subsection must be filed with the Texas Ethics Commission and the governing body of the entity. For purposes of this subsection, an investment officer has a personal business relationship with a business organization if: (1) the investment officer owns 10 percent or more of the voting stock or shares of the business organization or owns $5, 000 or more of the fair market value of the business organization; (2) funds received by the investment officer from the business organization exceed 10 percent of the investment officer ' s gross income for the previous year; or (3) the investment officer has acquired from the business organization during the previous year investments with a book value of $2, 500 or more for the personal account of the investment officer. 26 (j ) The governing body of an investing entity may specify in its investment policy that any investment authorized by this chapter is not suitable . (k) A written copy of the investment policy shall be presented to any person offering to engage in an investment transaction with an investing entity or to an investment management firm under contract with an investing entity to invest or manage the entity' s investment portfolio. For purposes of this subsection, a business organization includes investment pools and an investment management firm under contract with an investing entity to invest or manage the entity' s investment portfolio. Nothing in this subsection relieves the investing entity of the responsibility for monitoring the investments made by the investing entity to determine that they are in compliance with the investment policy. The qualified representative of the business organization offering to engage in an investment transaction with an investing entity shall execute a written instrument in a form acceptable to the investing entity and the business organization substantially to the effect that the business organization has : (1) received and reviewed the investment policy of the entity; and (2) acknowledged that the business organization has implemented reasonable procedures and controls in an effort to preclude investment transactions conducted between the entity and the organization that are not authorized by the entity' s investment policy, except to the extent that this authorization is dependent on an analysis of the makeup of the entity' s entire portfolio or requires an interpretation of subjective investment standards . (1) The investment officer of an entity may not acquire or otherwise obtain any authorized investment described in the investment policy of the investing entity from a person who has not delivered to the entity the instrument required by Subsection (k) . (m) An investing entity other than a state agency, in conjunction with its annual financial audit, shall perform a compliance audit of management controls on investments and adherence to the entity' s established investment policies . (n) Except as provided by Subsection (o) , at least once every two years a state agency shall arrange for a compliance audit of management controls on investments and adherence to the agency' s 27 established investment policies . The compliance audit shall be performed by the agency' s internal auditor or by a private auditor employed in the manner provided by Section 321 . 020 . Not later than January 1 of each even-numbered year a state agency shall report the results of the most recent audit performed under this subsection to the state auditor. Subject to a risk assessment and to the legislative audit committee ' s approval of including a review by the state auditor in the audit plan under Section 321 . 013, the state auditor may review information provided under this section. If review by the state auditor is approved by the legislative audit committee, the state auditor may, based on its review, require a state agency to also report to the state auditor other information the state auditor determines necessary to assess compliance with laws and policies applicable to state agency investments . A report under this subsection shall be prepared in a manner the state auditor prescribes . (o) The audit requirements of Subsection (n) do not apply to assets of a state agency that are invested by the comptroller under Section 404 . 024 . Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg. , ch. 685, Sec. 1, eff. Sept. 1, 1997; Acts 1997, 75th Leg. , ch. 1421, Sec. 3, eff. Sept. 1, 1997; Acts 1999, 76th Leg. , ch. 1454, Sec. 4, eff. Sept. 1, 1999; Acts 2003, 78th Leg. , ch. 785, Sec. 41, eff. Sept. 1, 2003 . Amended by: Acts 2011, 82nd Leg. , R. S . , Ch. 1004 (H.B. 2226) , Sec. 1, eff. June 17, 2011 . Sec. 2256 . 006 . STANDARD OF CARE . (a) Investments shall be made with judgment and care, under prevailing circumstances, that a person of prudence, discretion, and intelligence would exercise in the management of the person ' s own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived. Investment of funds shall be governed by the following investment objectives, in order of priority: (1) preservation and safety of principal; (2) liquidity; and 28 (3) yield. (b) In determining whether an investment officer has exercised prudence with respect to an investment decision, the determination shall be made taking into consideration: (1) the investment of all funds, or funds under the entity' s control, over which the officer had responsibility rather than a consideration as to the prudence of a single investment; and (2) whether the investment decision was consistent with the written investment policy of the entity. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995 . Sec. 2256 . 007 . INVESTMENT TRAINING; STATE AGENCY BOARD MEMBERS AND OFFICERS . (a) Each member of the governing board of a state agency and its investment officer shall attend at least one training session relating to the person ' s responsibilities under this chapter within six months after taking office or assuming duties . (b) The Texas Higher Education Coordinating Board shall provide the training under this section. (c) Training under this section must include education in investment controls, security risks, strategy risks, market risks, diversification of investment portfolio, and compliance with this chapter. (d) An investment officer shall attend a training session not less than once each state fiscal biennium and may receive training from any independent source approved by the governing body of the state agency. The investment officer shall prepare a report on this subchapter and deliver the report to the governing body of the state agency not later than the 180th day after the last day of each regular session of the legislature . Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg. , ch. 73, Sec. 1, eff. May 9, 1997; Acts 1997, 75th Leg. , ch. 1421, Sec. 4, eff. Sept. 1, 1997; Acts 1999, 76th Leg. , ch. 1454, Sec. 5, eff. Sept. 1, 1999 . Amended by: Acts 2011, 82nd Leg. , R. S . , Ch. 1004 (H.B. 2226) , Sec. 2, eff. June 17, 2011 . 29 This section was amended by the 85th Legislature . Pending publication of the current statutes, see H.B. 1238 and S .B. 1488, 85th Legislature, Regular Session, for amendments affecting this section. Sec. 2256 . 008 . INVESTMENT TRAINING; LOCAL GOVERNMENTS . Text of subsection as amended by Acts 2015, 84th Leg. , R. S . , Ch. 222 (H.B. 1148) , Sec. 1 (a) Except as provided by Subsections (b) and (e) , the treasurer, the chief financial officer if the treasurer is not the chief financial officer, and the investment officer of a local government shall : (1) attend at least one training session from an independent source approved by the governing body of the local government or a designated investment committee advising the investment officer as provided for in the investment policy of the local government and containing at least 10 hours of instruction relating to the treasurer ' s or officer ' s responsibilities under this subchapter within 12 months after taking office or assuming duties; and (2) except as provided by Subsections (b) , (e) , and (f) , attend an investment training session not less than once in a two- year period that begins on the first day of that local government ' s fiscal year and consists of the two consecutive fiscal years after that date, and receive not less than 10 hours of instruction relating to investment responsibilities under this subchapter from an independent source approved by the governing body of the local government or a designated investment committee advising the investment officer as provided for in the investment policy of the local government. Text of subsection as amended by Acts 2015, 84th Leg. , R. S . , Ch. 1248 (H.B. 870) , Sec. 1 30 (a) Except as provided by Subsections (a-1) , (b) , and (e) , the treasurer, the chief financial officer if the treasurer is not the chief financial officer, and the investment officer of a local government shall : (1) attend at least one training session from an independent source approved by the governing body of the local government or a designated investment committee advising the investment officer as provided for in the investment policy of the local government and containing at least 10 hours of instruction relating to the treasurer ' s or officer ' s responsibilities under this subchapter within 12 months after taking office or assuming duties; and (2) attend an investment training session not less than once in a two-year period that begins on the first day of that local government ' s fiscal year and consists of the two consecutive fiscal years after that date, and receive not less than 10 hours of instruction relating to investment responsibilities under this subchapter from an independent source approved by the governing body of the local government or a designated investment committee advising the investment officer as provided for in the investment policy of the local government. (a-1) In addition to the requirements of Subsection (a) (1) , the treasurer, or the chief financial officer if the treasurer is not the chief financial officer, and the investment officer of a school district or a municipality shall attend an investment training session not less than once in a two-year period that begins on the first day of the school district ' s or municipality' s fiscal year and consists of the two consecutive fiscal years after that date, and receive not less than eight hours of instruction relating to investment responsibilities under this subchapter from an independent source approved by the governing body of the school district or municipality, or by a designated investment committee advising the investment officer as provided for in the investment policy of the school district or municipality. (b) An investing entity created under authority of Section 52 (b) , Article III, or Section 59, Article XVI, Texas Constitution, that has contracted with an investment management firm under Section 2256 . 003 (b) and has fewer than five full-time employees or an 31 investing entity that has contracted with another investing entity to invest the entity' s funds may satisfy the training requirement provided by Subsection (a) (2) by having an officer of the governing body attend four hours of appropriate instruction in a two-year period that begins on the first day of that local government ' s fiscal year and consists of the two consecutive fiscal years after that date . The treasurer or chief financial officer of an investing entity created under authority of Section 52 (b) , Article III, or Section 59, Article XVI, Texas Constitution, and that has fewer than five full-time employees is not required to attend training required by this section unless the person is also the investment officer of the entity. (c) Training under this section must include education in investment controls, security risks, strategy risks, market risks, diversification of investment portfolio, and compliance with this chapter. (d) Not later than December 31 each year, each individual, association, business, organization, governmental entity, or other person that provides training under this section shall report to the comptroller a list of the governmental entities for which the person provided required training under this section during that calendar year. An individual ' s reporting requirements under this subsection are satisfied by a report of the individual ' s employer or the sponsoring or organizing entity of a training program or seminar. (e) This section does not apply to a district governed by Chapter 36 or 49, Water Code . (f) Subsection (a) (2) does not apply to an officer of a municipality if the municipality: (1) does not invest municipal funds; or (2) only deposits municipal funds in: (A) interest-bearing deposit accounts; or (B) certificates of deposit as authorized by Section 2256 . 010 . Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg. , ch. 1421, Sec. 5, eff. Sept. 1, 1997; Acts 1999, 76th Leg. , ch. 1454, Sec. 6, eff. Sept. 1, 1999; Acts 2001, 77th Leg. , ch. 69, Sec. 4, eff. May 14, 2001 . 32 Amended by: Acts 2011, 82nd Leg. , R. S . , Ch. 1004 (H.B. 2226) , Sec. 3, eff. June 17, 2011 . Acts 2015, 84th Leg. , R. S . , Ch. 222 (H.B. 1148) , Sec. 1, eff. September 1, 2015 . Acts 2015, 84th Leg. , R. S . , Ch. 1248 (H.B. 870) , Sec. 1, eff. September 1, 2015 . This section was amended by the 85th Legislature . Pending publication of the current statutes, see H.B. 1003, H.B. 2647 and H.B. 2928, 85th Legislature, Regular Session, for amendments affecting this section. Sec. 2256 . 009 . AUTHORIZED INVESTMENTS : OBLIGATIONS OF, OR GUARANTEED BY GOVERNMENTAL ENTITIES . (a) Except as provided by Subsection (b) , the following are authorized investments under this subchapter: (1) obligations, including letters of credit, of the United States or its agencies and instrumentalities; (2) direct obligations of this state or its agencies and instrumentalities; (3) collateralized mortgage obligations directly issued by a federal agency or instrumentality of the United States, the underlying security for which is guaranteed by an agency or instrumentality of the United States; (4) other obligations, the principal and interest of which are unconditionally guaranteed or insured by, or backed by the full faith and credit of, this state or the United States or their respective agencies and instrumentalities, including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States; (5) obligations of states, agencies, counties, cities, and other political subdivisions of any state rated as to investment quality by a nationally recognized investment rating firm not less than A or its equivalent; and (6) bonds issued, assumed, or guaranteed by the State of Israel . 33 (b) The following are not authorized investments under this section: (1) obligations whose payment represents the coupon payments on the outstanding principal balance of the underlying mortgage-backed security collateral and pays no principal; (2) obligations whose payment represents the principal stream of cash flow from the underlying mortgage-backed security collateral and bears no interest; (3) collateralized mortgage obligations that have a stated final maturity date of greater than 10 years; and (4) collateralized mortgage obligations the interest rate of which is determined by an index that adjusts opposite to the changes in a market index. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1999, 76th Leg. , ch. 1454, Sec. 7, eff. Sept. 1, 1999; Acts 2001, 77th Leg. , ch. 558, Sec. 1, eff. Sept. 1, 2001 . Amended by: Acts 2011, 82nd Leg. , R. S . , Ch. 1004 (H.B. 2226) , Sec. 4, eff. June 17, 2011 . This section was amended by the 85th Legislature . Pending publication of the current statutes, see H.B. 2928, 85th Legislature, Regular Session, for amendments affecting this section. Sec. 2256 . 010 . AUTHORIZED INVESTMENTS : CERTIFICATES OF DEPOSIT AND SHARE CERTIFICATES . (a) A certificate of deposit or share certificate is an authorized investment under this subchapter if the certificate is issued by a depository institution that has its main office or a branch office in this state and is : (1) guaranteed or insured by the Federal Deposit Insurance Corporation or its successor or the National Credit Union Share Insurance Fund or its successor; (2) secured by obligations that are described by Section 22.56 . 009 (a) , including mortgage backed securities directly issued by a federal agency or instrumentality that have a market value of not less than the principal amount of the certificates, but excluding 34 those mortgage backed securities of the nature described by Section 22.56 . 009 (b) ; or (3) secured in any other manner and amount provided by law for deposits of the investing entity. (b) In addition to the authority to invest funds in certificates of deposit under Subsection (a) , an investment in certificates of deposit made in accordance with the following conditions is an authorized investment under this subchapter: (1) the funds are invested by an investing entity through: (A) a broker that has its main office or a branch office in this state and is selected from a list adopted by the investing entity as required by Section 2256 . 025; o r (B) a depository institution that has its main office or a branch office in this state and that is selected by the investing entity; (2) the broker or the depository institution selected by the investing entity under Subdivision (1) arranges for the deposit of the funds in certificates of deposit in one or more federally insured depository institutions, wherever located, for the account of the investing entity; (3) the full amount of the principal and accrued interest of each of the certificates of deposit is insured by the United States or an instrumentality of the United States; and (4) the investing entity appoints the depository institution selected by the investing entity under Subdivision (1) , an entity described by Section 2257 . 041 (d) , or a clearing broker- dealer registered with the Securities and Exchange Commission and operating pursuant to Securities and Exchange Commission Rule 15c3-3 (17 C. F.R. Section 240 . 15c3-3) as custodian for the investing entity with respect to the certificates of deposit issued for the account of the investing entity. Amended by Acts 1995, 74th Leg. , ch. 32, Sec. 1, eff. April 28, 1995; Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg. , ch. 1421, Sec. 6, eff. Sept. 1, 1997 . Amended by: Acts 2005, 79th Leg. , Ch. 128 (H.B. 256) , Sec. 1, eff. September 1, 2005 . 35 Acts 2011, 82nd Leg. , R. S . , Ch. 1004 (H.B. 2226) , Sec. 5, eff. June 17, 2011 . This section was amended by the 85th Legislature . Pending publication of the current statutes, see H.B. 1003, 85th Legislature, Regular Session, for amendments affecting this section. Sec. 2256 . 011 . AUTHORIZED INVESTMENTS : REPURCHASE AGREEMENTS . (a) A fully collateralized repurchase agreement is an authorized investment under this subchapter if the repurchase agreement: (1) has a defined termination date; (2) is secured by a combination of cash and obligations described by Section 2256 . 009 (a) (1) ; and (3) requires the securities being purchased by the entity or cash held by the entity to be pledged to the entity, held in the entity' s name, and deposited at the time the investment is made with the entity or with a third party selected and approved by the entity; and (4) is placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in this state . (b) In this section, "repurchase agreement" means a simultaneous agreement to buy, hold for a specified time, and sell back at a future date obligations described by Section 2256 . 009 (a) (1) , at a market value at the time the funds are disbursed of not less than the principal amount of the funds disbursed. The term includes a direct security repurchase agreement and a reverse security repurchase agreement. (c) Notwithstanding any other law, the term of any reverse security repurchase agreement may not exceed 90 days after the date the reverse security repurchase agreement is delivered. (d) Money received by an entity under the terms of a reverse security repurchase agreement shall be used to acquire additional authorized investments, but the term of the authorized investments acquired must mature not later than the expiration date stated in the reverse security repurchase agreement. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995 . 36 Amended by: Acts 2011, 82nd Leg. , R. S . , Ch. 1004 (H.B. 2226) , Sec. 6, eff. June 17, 2011 . Sec. 2256 . 0115 . AUTHORIZED INVESTMENTS : SECURITIES LENDING PROGRAM. (a) A securities lending program is an authorized investment under this subchapter if it meets the conditions provided by this section. (b) To qualify as an authorized investment under this subchapter: (1) the value of securities loaned under the program must be not less than 100 percent collateralized, including accrued income; (2) a loan made under the program must allow for termination at any time; (3) a loan made under the program must be secured by: (A) pledged securities described by Section 2256 . 009; (B) pledged irrevocable letters of credit issued by a bank that is : (i) organized and existing under the laws of the United States or any other state; and (ii) continuously rated by at least one nationally recognized investment rating firm at not less than A or its equivalent; or (C) cash invested in accordance with Section: (i) 2256 . 009; (ii) 2256 . 013; (iii) 2256 . 014; or (iv) 2256 . 016; (4) the terms of a loan made under the program must require that the securities being held as collateral be : (A) pledged to the investing entity; (B) held in the investing entity' s name; and (C) deposited at the time the investment is made with the entity or with a third party selected by or approved by the investing entity; (5) a loan made under the program must be placed through: 37 (A) a primary government securities dealer, as defined by 5 C. F.R. Section 6801 . 102 (f) , as that regulation existed on September 1, 2003; or (B) a financial institution doing business in this state; and (6) an agreement to lend securities that is executed under this section must have a term of one year or less . Added by Acts 2003, 78th Leg. , ch. 1227, Sec. 1, eff. Sept. 1, 2003 . Sec. 2256 . 012 . AUTHORIZED INVESTMENTS : BANKER' S ACCEPTANCES . A bankers ' acceptance is an authorized investment under this subchapter if the bankers ' acceptance : (1) has a stated maturity of 270 days or fewer from the date of its issuance; (2) will be, in accordance with its terms, liquidated in full at maturity; (3) is eligible for collateral for borrowing from a Federal Reserve Bank; and (4) is accepted by a bank organized and existing under the laws of the United States or any state, if the short-term obligations of the bank, or of a bank holding company of which the bank is the largest subsidiary, are rated not less than A-1 or P-1 or an equivalent rating by at least one nationally recognized credit rating agency. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995 . Sec. 2256 . 013 . AUTHORIZED INVESTMENTS : COMMERCIAL PAPER. Commercial paper is an authorized investment under this subchapter if the commercial paper: (1) has a stated maturity of 270 days or fewer from the date of its issuance; and (2) is rated not less than A-1 or P-1 or an equivalent rating by at least: (A) two nationally recognized credit rating agencies; or 38 (B) one nationally recognized credit rating agency and is fully secured by an irrevocable letter of credit issued by a bank organized and existing under the laws of the United States or any state . Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995 . This section was amended by the 85th Legislature . Pending publication of the current statutes, see H.B. 1003, 85th Legislature, Regular Session, for amendments affecting this section. Sec. 2256 . 014 . AUTHORIZED INVESTMENTS : MUTUAL FUNDS . (a) A no-load money market mutual fund is an authorized investment under this subchapter if the mutual fund: (1) is registered with and regulated by the Securities and Exchange Commission; (2) provides the investing entity with a prospectus and other information required by the Securities Exchange Act of 1934 (15 U. S .C. Section 78a et seq. ) or the Investment Company Act of 1940 (15 U. S .C. Section 80a-1 et seq. ) ; (3) has a dollar-weighted average stated maturity of 90 days or fewer; and (4) includes in its investment objectives the maintenance of a stable net asset value of $1 for each share . (b) In addition to a no-load money market mutual fund permitted as an authorized investment in Subsection (a) , a no-load mutual fund is an authorized investment under this subchapter if the mutual fund: (1) is registered with the Securities and Exchange Commission; (2) has an average weighted maturity of less than two years; (3) is invested exclusively in obligations approved by this subchapter; (4) is continuously rated as to investment quality by at least one nationally recognized investment rating firm of not less than AAA or its equivalent; and 39 (5) conforms to the requirements set forth in Sections 2256 . 0.16 (b) and (c) relating to the eligibility of investment pools to receive and invest funds of investing entities . (c) An entity is not authorized by this section to: (1) invest in the aggregate more than 15 percent of its monthly average fund balance, excluding bond proceeds and reserves and other funds held for debt service, in mutual funds described in Subsection (b) ; (2) invest any portion of bond proceeds, reserves and funds held for debt service, in mutual funds described in Subsection (b) ; or (3) invest its funds or funds under its control, including bond proceeds and reserves and other funds held for debt service, in any one mutual fund described in Subsection (a) or (b) in an amount that exceeds 10 percent of the total assets of the mutual fund. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg. , ch. 1421, Sec. 7, eff. Sept. 1, 1997; Acts 1999, 76th Leg. , ch. 1454, Sec. 8, eff. Sept. 1, 1999 . This section was amended by the 85th Legislature . Pending publication of the current statutes, see H.B. 1003, 85th Legislature, Regular Session, for amendments affecting this section. Sec. 2256 . 015 . AUTHORIZED INVESTMENTS : GUARANTEED INVESTMENT CONTRACTS . (a) A guaranteed investment contract is an authorized investment for bond proceeds under this subchapter if the guaranteed investment contract: (1) has a defined termination date; (2) is secured by obligations described by Section 22.56 . 009 (a) (1) , excluding those obligations described by Section 22.56 . 009 (b) , in an amount at least equal to the amount of bond proceeds invested under the contract; and (3) is pledged to the entity and deposited with the entity or with a third party selected and approved by the entity. (b) Bond proceeds, other than bond proceeds representing reserves and funds maintained for debt service purposes, may not be invested under this subchapter in a guaranteed investment contract 40 with a term of longer than five years from the date of issuance of the bonds . (c) To be eligible as an authorized investment: (1) the governing body of the entity must specifically authorize guaranteed investment contracts as an eligible investment in the order, ordinance, or resolution authorizing the issuance of bonds; (2) the entity must receive bids from at least three separate providers with no material financial interest in the bonds from which proceeds were received; (3) the entity must purchase the highest yielding guaranteed investment contract for which a qualifying bid is received; (4) the price of the guaranteed investment contract must take into account the reasonably expected drawdown schedule for the bond proceeds to be invested; and (5) the provider must certify the administrative costs reasonably expected to be paid to third parties in connection with the guaranteed investment contract. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg. , ch. 1421, Sec. 8, eff. Sept. 1, 1997; Acts 1999, 76th Leg. , ch. 1454, Sec. 9, 10, eff. Sept. 1, 1999 . This section was amended by the 85th Legislature . Pending publication of the current statutes, see H.B. 1003, 85th Legislature, Regular Session, for amendments affecting this section. Sec. 2256 . 016 . AUTHORIZED INVESTMENTS : INVESTMENT POOLS . (a) An entity may invest its funds and funds under its control through an eligible investment pool if the governing body of the entity by rule, order, ordinance, or resolution, as appropriate, authorizes investment in the particular pool . An investment pool shall invest the funds it receives from entities in authorized investments permitted by this subchapter. An investment pool may invest its funds in money market mutual funds to the extent permitted by and consistent with this subchapter and the investment policies and objectives adopted by the investment pool . 41 (b) To be eligible to receive funds from and invest funds on behalf of an entity under this chapter, an investment pool must furnish to the investment officer or other authorized representative of the entity an offering circular or other similar disclosure instrument that contains, at a minimum, the following information: (1) the types of investments in which money is allowed to be invested; (2) the maximum average dollar-weighted maturity allowed, based on the stated maturity date, of the pool; (3) the maximum stated maturity date any investment security within the portfolio has; (4) the objectives of the pool; (5) the size of the pool; (6) the names of the members of the advisory board of the pool and the dates their terms expire; (7) the custodian bank that will safekeep the pool ' s assets; (8) whether the intent of the pool is to maintain a net asset value of one dollar and the risk of market price fluctuation; (9) whether the only source of payment is the assets of the pool at market value or whether there is a secondary source of payment, such as insurance or guarantees, and a description of the secondary source of payment; (10) the name and address of the independent auditor of the pool; (11) the requirements to be satisfied for an entity to deposit funds in and withdraw funds from the pool and any deadlines or other operating policies required for the entity to invest funds in and withdraw funds from the pool; and (12) the performance history of the pool, including yield, average dollar-weighted maturities, and expense ratios . (c) To maintain eligibility to receive funds from and invest funds on behalf of an entity under this chapter, an investment pool must furnish to the investment officer or other authorized representative of the entity: (1) investment transaction confirmations; and (2) a monthly report that contains, at a minimum, the following information: 42 (A) the types and percentage breakdown of securities in which the pool is invested; (B) the current average dollar-weighted maturity, based on the stated maturity date, of the pool; (C) the current percentage of the pool ' s portfolio in investments that have stated maturities of more than one year; (D) the book value versus the market value of the pool ' s portfolio, using amortized cost valuation; (E) the size of the pool; (F) the number of participants in the pool; (G) the custodian bank that is safekeeping the assets of the pool; (H) a listing of daily transaction activity of the entity participating in the pool; (I) the yield and expense ratio of the pool, including a statement regarding how yield is calculated; (J) the portfolio managers of the pool; and (K) any changes or addenda to the offering circular. (d) An entity by contract may delegate to an investment pool the authority to hold legal title as custodian of investments purchased with its local funds . (e) In this section, "yield" shall be calculated in accordance with regulations governing the registration of open-end management investment companies under the Investment Company Act of 1940, as promulgated from time to time by the federal Securities and Exchange Commission. (f) To be eligible to receive funds from and invest funds on behalf of an entity under this chapter, a public funds investment pool created to function as a money market mutual fund must mark its portfolio to market daily, and, to the extent reasonably possible, stabilize at a $1 net asset value . If the ratio of the market value of the portfolio divided by the book value of the portfolio is less than 0 . 995 or greater than 1 . 005, portfolio holdings shall be sold as necessary to maintain the ratio between 0 . 995 and 1 . 005 . In addition to the requirements of its investment policy and any other forms of reporting, a public funds investment pool created to function as a money market mutual fund shall report yield to its investors in 43 accordance with regulations of the federal Securities and Exchange Commission applicable to reporting by money market funds . (g) To be eligible to receive funds from and invest funds on behalf of an entity under this chapter, a public funds investment pool must have an advisory board composed: (1) equally of participants in the pool and other persons who do not have a business relationship with the pool and are qualified to advise the pool, for a public funds investment pool created under Chapter 791 and managed by a state agency; or (2) of participants in the pool and other persons who do not have a business relationship with the pool and are qualified to advise the pool, for other investment pools . (h) To maintain eligibility to receive funds from and invest funds on behalf of an entity under this chapter, an investment pool must be continuously rated no lower than AAA or AAA-m or at an equivalent rating by at least one nationally recognized rating service . (i) If the investment pool operates an Internet website, the information in a disclosure instrument or report described in Subsections (b) , (c) (2) , and (f) must be posted on the website . (j ) To maintain eligibility to receive funds from and invest funds on behalf of an entity under this chapter, an investment pool must make available to the entity an annual audited financial statement of the investment pool in which the entity has funds invested. (k) If an investment pool offers fee breakpoints based on fund balances invested, the investment pool in advertising investment rates must include either all levels of return based on the breakpoints provided or state the lowest possible level of return based on the smallest level of funds invested. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg. , ch. 1421, Sec. 9, eff. Sept. 1, 1997 . Amended by: Acts 2011, 82nd Leg. , R. S . , Ch. 1004 (H.B. 2226) , Sec. 7, eff. June 17, 2011 . 44 This section was amended by the 85th Legislature . Pending publication of the current statutes, see S .B. 253, 85th Legislature, Regular Session, for amendments affecting this section. Sec. 2256 . 017 . EXISTING INVESTMENTS . An entity is not required to liquidate investments that were authorized investments at the time of purchase . Added by Acts 1995, 74th Leg. , ch. 76, Sec. 5 . 46 (a) , eff. Sept. 1, 1995; Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995 . Amended by Acts 1997, 75th Leg. , ch. 1421, Sec. 10, eff. Sept. 1, 1997 . Sec. 2256 . 019 . RATING OF CERTAIN INVESTMENT POOLS . A public funds investment pool must be continuously rated no lower than AAA or AAA-m or at an equivalent rating by at least one nationally recognized rating service . Added by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995 . Amended by Acts 1997, 75th Leg. , ch. 1421, Sec. 11, eff. Sept. 1, 1997 . Amended by: Acts 2011, 82nd Leg. , R. S . , Ch. 1004 (H.B. 2226) , Sec. 8, eff. June 17, 2011 . Sec. 2256 . 020 . AUTHORIZED INVESTMENTS : INSTITUTIONS OF HIGHER EDUCATION. In addition to the authorized investments permitted by this subchapter, an institution of higher education may purchase, sell, and invest its funds and funds under its control in the following: (1) cash management and fixed income funds sponsored by organizations exempt from federal income taxation under Section 501 (f) , Internal Revenue Code of 1986 (26 U. S .C. Section 501 (f) ) ; (2) negotiable certificates of deposit issued by a bank that has a certificate of deposit rating of at least 1 or the equivalent by a nationally recognized credit rating agency or that is associated with a holding company having a commercial paper rating of 45 at least A-1, P-1, or the equivalent by a nationally recognized credit rating agency; and (3) corporate bonds, debentures, or similar debt obligations rated by a nationally recognized investment rating firm in one of the two highest long-term rating categories, without regard to gradations within those categories . Added by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995 . Sec. 2256 . 0201 . AUTHORIZED INVESTMENTS; MUNICIPAL UTILITY. (a) A municipality that owns a municipal electric utility that is engaged in the distribution and sale of electric energy or natural gas to the public may enter into a hedging contract and related security and insurance agreements in relation to fuel oil, natural gas, coal, nuclear fuel, and electric energy to protect against loss due to price fluctuations . A hedging transaction must comply with the regulations of the Commodity Futures Trading Commission and the Securities and Exchange Commission. If there is a conflict between the municipal charter of the municipality and this chapter, this chapter prevails . (b) A payment by a municipally owned electric or gas utility under a hedging contract or related agreement in relation to fuel supplies or fuel reserves is a fuel expense, and the utility may credit any amounts it receives under the contract or agreement against fuel expenses . (c) The governing body of a municipally owned electric or gas utility or the body vested with power to manage and operate the municipally owned electric or gas utility may set policy regarding hedging transactions . (d) In this section, "hedging" means the buying and selling of fuel oil, natural gas, coal, nuclear fuel, and electric energy futures or options or similar contracts on those commodities and related transportation costs as a protection against loss due to price fluctuation. Added by Acts 1999, 76th Leg. , ch. 405, Sec. 48, eff. Sept. 1, 1999 . Amended by: 46 Acts 2007, 80th Leg. , R. S . , Ch. 7 (S .B. 495) , Sec. 1, eff. April 13, 2007 . Sec. 2256 . 0202 . AUTHORIZED INVESTMENTS : MUNICIPAL FUNDS FROM MANAGEMENT AND DEVELOPMENT OF MINERAL RIGHTS . (a) In addition to other investments authorized under this subchapter, a municipality may invest funds received by the municipality from a lease or contract for the management and development of land owned by the municipality and leased for oil, gas, or other mineral development in any investment authorized to be made by a trustee under Subtitle B, Title 9, Property Code (Texas Trust Code) . (b) Funds invested by a municipality under this section shall be segregated and accounted for separately from other funds of the municipality. Added by Acts 2009, 81st Leg. , R. S . , Ch. 1371 (S .B. 894) , Sec. 1, eff. September 1, 2009 . Sec. 2256 . 0203 . AUTHORIZED INVESTMENTS : PORTS AND NAVIGATION DISTRICTS . (a) In this section, "district" means a navigation district organized under Section 52, Article III, or Section 59, Article XVI, Texas Constitution. (b) In addition to the authorized investments permitted by this subchapter, a port or district may purchase, sell, and invest its funds and funds under its control in negotiable certificates of deposit issued by a bank that has a certificate of deposit rating of at least 1 or the equivalent by a nationally recognized credit rating agency or that is associated with a holding company having a commercial paper rating of at least A-1, P-1, or the equivalent by a nationally recognized credit rating agency. Added by Acts 2011, 82nd Leg. , R. S . , Ch. 804 (H.B. 2346) , Sec. 1, eff. September 1, 2011 . Sec. 2256 . 0204 . AUTHORIZED INVESTMENTS : INDEPENDENT SCHOOL DISTRICTS . (a) In this section, "corporate bond" means a senior secured debt obligation issued by a domestic business entity and rated not lower than "AA-" or the equivalent by a nationally 47 recognized investment rating firm. The term does not include a debt obligation that: (1) on conversion, would result in the holder becoming a stockholder or shareholder in the entity, or any affiliate or subsidiary of the entity, that issued the debt obligation; or (2) is an unsecured debt obligation. (b) This section applies only to an independent school district that qualifies as an issuer as defined by Section 1371 . 001 . (c) In addition to authorized investments permitted by this subchapter, an independent school district subject to this section may purchase, sell, and invest its funds and funds under its control in corporate bonds that, at the time of purchase, are rated by a nationally recognized investment rating firm "AA-" or the equivalent and have a stated final maturity that is not later than the third anniversary of the date the corporate bonds were purchased. (d) An independent school district subject to this section is not authorized by this section to: (1) invest in the aggregate more than 15 percent of its monthly average fund balance, excluding bond proceeds, reserves, and other funds held for the payment of debt service, in corporate bonds; or (2) invest more than 25 percent of the funds invested in corporate bonds in any one domestic business entity, including subsidiaries and affiliates of the entity. (e) An independent school district subject to this section may purchase, sell, and invest its funds and funds under its control in corporate bonds if the governing body of the district: (1) amends its investment policy to authorize corporate bonds as an eligible investment; (2) adopts procedures to provide for: (A) monitoring rating changes in corporate bonds acquired with public funds; and (B) liquidating the investment in corporate bonds; and (3) identifies the funds eligible to be invested in corporate bonds . (f) The investment officer of an independent school district, acting on behalf of the district, shall sell corporate bonds in which 48 the district has invested its funds not later than the seventh day after the date a nationally recognized investment rating firm: (1) issues a release that places the corporate bonds or the domestic business entity that issued the corporate bonds on negative credit watch or the equivalent, if the corporate bonds are rated "AA-" or the equivalent at the time the release is issued; or (2) changes the rating on the corporate bonds to a rating lower than "AA-" or the equivalent. (g) Corporate bonds are not an eligible investment for a public funds investment pool . Added by Acts 2011, 82nd Leg. , R. S . , Ch. 1347 (S .B. 1543) , Sec. 1, eff. June 17, 2011 . Sec. 2256 . 0205 . AUTHORIZED INVESTMENTS; DECOMMISSIONING TRUST. (a) In this section: (1) "Decommissioning trust" means a trust created to provide the Nuclear Regulatory Commission assurance that funds will be available for decommissioning purposes as required under 10 C. F.R. Part 50 or other similar regulation. (2) "Funds" includes any money held in a decommissioning trust regardless of whether the money is considered to be public funds under this subchapter. (b) In addition to other investments authorized under this subchapter, a municipality that owns a municipal electric utility that is engaged in the distribution and sale of electric energy or natural gas to the public may invest funds held in a decommissioning trust in any investment authorized by Subtitle B, Title 9, Property Code . Added by Acts 2005, 79th Leg. , Ch. 121 (S .B. 1464) , Sec. 1, eff. September 1, 2005 . Sec. 2256 . 021 . EFFECT OF LOSS OF REQUIRED RATING. An investment that requires a minimum rating under this subchapter does not qualify as an authorized investment during the period the investment does not have the minimum rating. An entity shall take 49 all prudent measures that are consistent with its investment policy to liquidate an investment that does not have the minimum rating. Added by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995 . Sec. 2256 . 022 . EXPANSION OF INVESTMENT AUTHORITY. Expansion of investment authority granted by this chapter shall require a risk assessment by the state auditor or performed at the direction of the state auditor, subject to the legislative audit committee ' s approval of including the review in the audit plan under Section 321 . 013 . Added by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995 . Amended by Acts 2003, 78th Leg. , ch. 785, Sec. 42, eff. Sept. 1, 2003 . Sec. 2256 . 023 . INTERNAL MANAGEMENT REPORTS . (a) Not less than quarterly, the investment officer shall prepare and submit to the governing body of the entity a written report of investment transactions for all funds covered by this chapter for the preceding reporting period. (b) The report must: (1) describe in detail the investment position of the entity on the date of the report; (2) be prepared jointly by all investment officers of the entity; (3) be signed by each investment officer of the entity; (4) contain a summary statement of each pooled fund group that states the : (A) beginning market value for the reporting period; (B) ending market value for the period; and (C) fully accrued interest for the reporting period; (5) state the book value and market value of each separately invested asset at the end of the reporting period by the type of asset and fund type invested; (6) state the maturity date of each separately invested asset that has a maturity date; 50 (7) state the account or fund or pooled group fund in the state agency or local government for which each individual investment was acquired; and (8) state the compliance of the investment portfolio of the state agency or local government as it relates to: (A) the investment strategy expressed in the agency' s or local government ' s investment policy; and (B) relevant provisions of this chapter. (c) The report shall be presented not less than quarterly to the governing body and the chief executive officer of the entity within a reasonable time after the end of the period. (d) If an entity invests in other than money market mutual funds, investment pools or accounts offered by its depository bank in the form of certificates of deposit, or money market accounts or similar accounts, the reports prepared by the investment officers under this section shall be formally reviewed at least annually by an independent auditor, and the result of the review shall be reported to the governing body by that auditor. Added by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995 . Amended by Acts 1997, 75th Leg. , ch. 1421, Sec. 12, eff. Sept. 1, 1997 . Amended by: Acts 2011, 82nd Leg. , R. S . , Ch. 1004 (H.B. 2226) , Sec. 9, eff. June 17, 2011 . This section was amended by the 85th Legislature . Pending publication of the current statutes, see S .B. 253, 85th Legislature, Regular Session, for amendments affecting this section. Sec. 2256 . 024 . SUBCHAPTER CUMULATIVE . (a) The authority granted by this subchapter is in addition to that granted by other law. Except as provided by Subsection (b) , this subchapter does not: (1) prohibit an investment specifically authorized by other law; or (2) authorize an investment specifically prohibited by other law. 51 (b) Except with respect to those investing entities described in Subsection (c) , a security described in Section 2256 . 009 (b) is not an authorized investment for a state agency, a local government, or another investing entity, notwithstanding any other provision of this chapter or other law to the contrary. (c) Mortgage pass-through certificates and individual mortgage loans that may constitute an investment described in Section 2256 . 009 (b) are authorized investments with respect to the housing bond programs operated by: (1) the Texas Department of Housing and Community Affairs or a nonprofit corporation created to act on its behalf; (2) an entity created under Chapter 392, Local Government Code; or (3) an entity created under Chapter 394, Local Government Code . Added by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995 . Sec. 2256 . 025 . SELECTION OF AUTHORIZED BROKERS . The governing body of an entity subject to this subchapter or the designated investment committee of the entity shall, at least annually, review, revise, and adopt a list of qualified brokers that are authorized to engage in investment transactions with the entity. Added by Acts 1997, 75th Leg. , ch. 1421, Sec. 13, eff. Sept. 1, 1997 . Sec. 2256 . 026 . STATUTORY COMPLIANCE . All investments made by entities must comply with this subchapter and all federal, state, and local statutes, rules, or regulations . Added by Acts 1997, 75th Leg. , ch. 1421, Sec. 13, eff. Sept. 1, 1997 . SUBCHAPTER B. MISCELLANEOUS PROVISIONS Sec. 2256 . 051 . ELECTRONIC FUNDS TRANSFER. Any local government may use electronic means to transfer or invest all funds collected or controlled by the local government. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995 . 52 Sec. 2256 . 052 . PRIVATE AUDITOR. Notwithstanding any other law, a state agency shall employ a private auditor if authorized by the legislative audit committee either on the committee ' s initiative or on request of the governing body of the agency. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995 . Sec. 2256 . 053 . PAYMENT FOR SECURITIES PURCHASED BY STATE . The comptroller or the disbursing officer of an agency that has the power to invest assets directly may pay for authorized securities purchased from or through a member in good standing of the National Association of Securities Dealers or from or through a national or state bank on receiving an invoice from the seller of the securities showing that the securities have been purchased by the board or agency and that the amount to be paid for the securities is just, due, and unpaid. A purchase of securities may not be made at a price that exceeds the existing market value of the securities . Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg. , ch. 1423, Sec. 8 . 67, eff. Sept. 1, 1997 . Sec. 2256 . 054 . DELIVERY OF SECURITIES PURCHASED BY STATE . A security purchased under this chapter may be delivered to the comptroller, a bank, or the board or agency investing its funds . The delivery shall be made under normal and recognized practices in the securities and banking industries, including the book entry procedure of the Federal Reserve Bank. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg. , ch. 1423, Sec. 8 . 68, eff. Sept. 1, 1997 . Sec. 2256 . 055 . DEPOSIT OF SECURITIES PURCHASED BY STATE . At the direction of the comptroller or the agency, a security purchased under this chapter may be deposited in trust with a bank or federal reserve bank or branch designated by the comptroller, whether in or outside the state . The deposit shall be held in the entity' s name as 53 evidenced by a trust receipt of the bank with which the securities are deposited. Amended by Acts 1995, 74th Leg. , ch. 402, Sec. 1, eff. Sept. 1, 1995; Acts 1997, 75th Leg. , ch. 1423, Sec. 8 . 69, eff. Sept. 1, 1997 . 54 APPENDIX B Code of Ethics 55 ARTICLE V.-CODE OF ETHICS1221 DIVISION 1.-RULES OF CONDUCT Sec.2-310.-Preamble. The purpose of this code of ethics is to promote public trust by establishing rules of conduct for city council members,board members, and employees;by providing a fair process for receiving and adjudicating complaints; and by requiring periodic financial disclosure. The rules of conduct form the basis for possible sanctions, and are therefore intended to clearly define proper conduct so that those who must comply may understand the rules and carry out their responsibilities consistently with the rules. It is recognized that situations with ethical implications will arise outside the prohibitions of the rules; in such situations, council members,board members, and employees are encouraged to keep in mind the ideal of the public trust and to conduct themselves in a manner to avoid the appearance of impropriety even where not compelled by the rules. If a council member believes that he/she should abstain from voting on an item to avoid the appearance of impropriety, as encouraged by this code of ethics Ordinance, or who in discussing or voting on an issue is unable to take an unbiased position,that council member shall be disqualified from discussions about and subsequent voting for that item under this city ordinance. The city recognizes that city council members are also members of the society and,therefore, cannot and should not be without any personal and economic interest in the decisions and policies of government;that city council members retain their rights as citizens to interests of a personal or economic nature and their rights to publicly express their views on matters of general public interest. It is not the intent of this ordinance to diminish the rights of city council members as citizens of the community. However, city council members may not use their positions in dealing with the city manager or city employees to advance their personal economic interest,their families'economic interest, or the entities in which they have a substantial interest. (Ord.No.23772, § 1, 9-21-1999; Ord.No. 028170, § 1,5-12-2009; Ord.No. 028271, § 2, 8-18-2009; Ord.No. 029428, § 1, 3-27-2012) • Sec.2-311.-Standards. The following rules of conduct apply to all council members,board members, and employees: Specialprivileges. (1)You shall not use your office for private advancement or gain or to secure special privileges or exemptions for yourself or others. (2)You shall not grant any special consideration,treatment or advantage to any person or group beyond that which is available to others generally. (3)(a)You shall not use city facilities,personnel, equipment or supplies for purposes unrelated to the interests of the city, except to the extent such are lawfully available to the public.Notwithstanding the foregoing sentence,Corpus Christi police officers, airport public safety officers and municipal court marshals may wear their city-issued uniforms,badges, and other uniform attire, may use their city- issued radios, and may carry their city-issued weapons, on approved off-duty law enforcement employment; and Corpus Christi fire fighters may wear their city-issued uniforms,badges, and other uniform attire, and use their city-issued radios on approved off-duty fire watch employment. (b)You may not spend or authorize the spending of public funds for political advertising. This prohibition does not apply to a communication that factually describes the purposes of a measure if the communication does not advocate passage or defeat of the measure. This paragraph shall be construed consistently with Texas Election Code Section 255.003. 56 (4)Unless you are a council member,you shall not use the prestige of your position with the city on behalf of any political party or cause. (5)You shall maintain appropriate relationships with other officials, employees, customers, defendants, and individuals receiving services from you or your organizational unit, and shall not use your position to engage in any inappropriate personal relationships. Gifts: (6)You shall not accept or solicit any money,property, service or other thing of value by way of gift, favor,loan or otherwise that might reasonably tend to influence you in the discharge of your official duties or which you know or should have known was offered with the intent to influence or reward your official conduct. (6)(a)Special applications. Subsection 2 3 II II(5)does not include: (1)A gift to a city official or employee relating to a special occasion, such as a wedding, anniversary, graduation,birth,illness, death, or holiday,provided that the value of the gift is fairly commensurate with the occasion and the relationship between the donor and recipient; (2)Advancement for or reimbursement of reasonable expenses for travel in connection with official duties provided by third parties must be disclosed in the travel report;payment for or reimbursement of expenses for travel in excess of authorized rates under city policy will be treated as a personal gift to the official or employee for any applicable reporting requirement; (3)A public award or reward for meritorious service or professional achievement,provided that the award or reward is reasonable in light of the occasion and it is not prohibited under Texas Penal Code Section 36.08 (Gift to Public Servant by Person Subject to His Jurisdiction); (4)A loan from a lending institution made in its regular course of business on the same terms generally available to the public; (5)A scholarship or fellowship awarded on the same terms and based on the same criteria that are applied to other applicants; (6)Any solicitation for civic or charitable causes; (7)Admission to an event in which the city official or employee is participating in connection with his or her spouse's position; (8)Ceremonial and protocol gifts presented to city officials from a foreign government or international or multinational organization and accepted for the City of Corpus Christi; (9)Admission to a widely attended event, such as a convention, conference, symposium,forum, panel discussion, dinner,viewing,reception or similar event, offered by the sponsor of the event, and unsolicited by the city official or employee,if attending or participating in an official capacity,including: (A)the official or employee participates in the event as a speaker or panel participant by presenting information related to matters before the city; or (B)the official or employee performs a ceremonial function appropriate to that individual's position with the city; or (C) attendance at the event is appropriate to the performance of the official duties or representative function of the official or employee; (10)Admission to a charity event provided by the sponsor of the event,where the offer is unsolicited by the city official or employee; (11)Admission to training or education program or other program,including meals and refreshments furnished to all attendees,if such training is related to the official or employee's official duties and the training is in the interest of the city. (7) In the event you receive any gift or loan of property or services on behalf of the city,you shall promptly deliver such gift or loan to the city manager for official acceptance and inventory of the city. Conflicts of interest: 57 (8)(A)If a contract or business transaction involving the city,in which you or one of your relatives have a conflict of interest or potential conflict of interest comes before you in the performance of your official duties,you shall take the following actions: (i) Immediately make a written disclosure of your interest in the matter to the city secretary and city manager. (ii) Abstain from any vote or decision. (iii)Not participate in any discussion on the matter with members of the council,the city manager, or city employees. (B)You may not use your position to influence the action of a city official or employee in the performance of their duties related to a contract or business transaction in which you or one of your relatives have a conflict of interest or potential conflict of interest. (C)If you were initially not aware that you or a relative has a conflict or potential conflict of interest,you must comply with(7)(A)as soon as you become aware that you have or should have been aware that you have the conflict or potential conflict of interest. (D)However,you may apply for city services or discuss your personal interest with a city representative on behalf of your own interest if you notify the city secretary and city manager in writing that you have a personal interest in a matter that requires action by the city, and that you are acting strictly in your private capacity, and not as a member of the city council or board or as a city employee and you advise any member of the city council, city board or commission, or any city employee you are dealing with that you are appearing only in your private capacity. (9)You shall not engage in any outside activities or employment which will conflict or be incompatible with the full and proper discharge of your official duties, impair your independent judgment in the performance of your duties, or reflect discredit upon the city. (10)You shall not represent any other private person, or group or interest in any action or proceeding against or adverse to the interest of the city or in any litigation in which the city is a party. (11)You shall not represent any other private person or group in any action or proceeding in the municipal courts of the city which was instituted by city officers or employees in the course of their official duties. (12)You shall not receive any fee or compensation for your official services from any source other than the city except as may be provided by law or authorized by the city council. Actions adverse to the city: (13)You shall not disclose information that could adversely affect the property or affairs of the city, except as required by law. (14)You shall not knowingly perform or refuse to perform any act in order to deliberately thwart the execution of federal, state or local laws or regulations or the achievement of any official city programs. (15)You shall not engage in any felony crime, misdemeanor involving moral turpitude, or other conduct that reflects discredit on the city. Provisions for council members: (16)As a city council member,individually,you shall not have a substantial interest in any contract with the City of Corpus Christi. (17)In order to preserve and promote independent advice and decisions from city boards and the integrity of the independent board process as a council member,you shall not speak before any city board, commission or committee except on behalf of your own financial interest; in which case,you shall publicly state the nature of your financial interest and that you are appearing only in your private capacity. (18)As a council member,you shall not give any orders to any employee except through the city manager as provided by the City Charter. 58 (19)As a council member,you shall not participate in the process for the appointment of or the confirmation of the appointment of a member to a board, commission or committee of the city, or to the governing body of an independent entity all or part of whose members are appointed by the city council, after you are aware that an individual seeking,being promoted for, or being considered for the position: (1)Is related to you within a degree described by Section 573.002, Texas Government Code; (2)Is your employer; (3)Is a director or officer of a business entity(as defined in Section 171.001, Texas Local Government Code)which is your employer; or (4)Owns ten(10)per cent or more of the voting stock or shares of a business entity which is your employer. Provisions for board members: (20)As a board member,you shall not have a substantial interest in any contract with the city in which your board or commission, or the city department related thereto,has jurisdiction. (2 1)As a board member,you shall not represent or appear on behalf of the private interest of others before your board, commission or committee,the city council, or any board which has appellate jurisdiction over your board, commission or committee, concerning a matter which is within the subject matter jurisdiction of your board. (This rule does not prohibit you from appearing on behalf of your own financial interest even though others may have the same or a similar interest.) Provisions for employees: (22)As an employee you shall not have an interest in any contract with the city. This prohibition does not include any employment contract which may be authorized for the employee, a contract of sale for real property or a contract for services which are available for all citizens. (23)Unless previously recommended by the city manager, and approved by the ethics commission, as an employee,you shall not,within twelve(12)months after leaving city employment,represent any other person or organization in any formal or informal appearance with the city council or any other agency or employee of the city concerning a project for which you had responsibility as an employee. (24)As an employee,you shall not represent or appear on behalf of the private interest of others before the city council or any board, commission or committee of the city. (This rule does not prohibit you from appearing on behalf of your own financial interest even though others may have the same or a similar interest). (25)As an employee,you may not be employed by any business or individual who has business dealings with or for your department, including any work that is subject to review or inspection by your department, even if you do not personally review or inspect the work of the business or individual. (26)As an employee,you may not violate the confidentiality or privacy of an individual,including a juvenile and adult defendants or detainees or juvenile clients being counseled through a city program, unless it is to seek emergency assistance or consultation services from within the city's program or school campus; the individual has threatened to harm themselves or others; or to provide details of any criminal activity or enterprise. (Ord.No.20781, § 1, 9-19-1989; Ord.No. 20913, § 1, 5-1-1990; Ord.No.23772, § 2, 9-21-1999; Ord.No. 24613, § 1, 10-9-2001; Ord.No. 025769, § 1, 5-25-2004; Ord.No. 027642, § 1,4-8-2008; Ord.No. 028170, § 1, 5- 12-2009; Ord.No. 028271, § 2, 8-18-2009; Ord.No. 029428, § 1, 3-27-2012; Ord.No. 029467, § 1, 5-8-2012) • Sec.2-312.-Definitions. The following definitions apply to the above rules of conduct: Board member: A member of any board, commission or committee of the city,including the board of any corporation created by the city. 59 Conflict of interest: Any interest,reasonable expectation of an economic benefit, substantial interest, or anticipated substantial interest in a matter or business transaction involving the city that could influence an individual's ability to make an impartial decision. Economic benefit: An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. Employee: Any person employed by the city,whether under civil service or not,including part-time employees and employees of any corporation created by the city. Interest: Any direct or indirect pecuniary or material benefit in a contract or transaction other than: (1)An interest which is shared by and available to all other persons similarly situated; or (2)A remote or incidental interest which would not increase or decrease materially due to the action of the city or is less than two hundred dollars ($200.00)in value; or (3)An interest of a subcontractor which has no direct contractual relationship with the city,is receiving fair and reasonable compensation, and is not operating as a subterfuge to circumvent the code of ethics; or (4)An interest in real property acquired by the city which could otherwise be accomplished only through eminent domain provided that the property must be acquired for a public purpose and just compensation must be paid under the Texas Constitution after obtaining an independent appraisal. Relative: Spouse,father,mother,brother, sister, son,daughter, spouse's children,father-in-law, mother- in-law,brother-in-law, sister-in-law, son-in-law, daughter-in-law and adoptive relationships being treated the same as natural relationships. Substantial interest: Any interest in a business entity if the person or relative owns ten(10)per cent or more of voting stock or shares of the business entity or owns ten(10)per cent or more or five thousand dollars ($5,000.00)or more of the fair market value of the business entity or funds received from the business entity exceeds ten(10)per cent or more of the person's gross income for the previous year. A person has a substantial interest in real property if he or his relative controls or has an equitable or legal ownership interest with a fair market value of two thousand five hundred dollars ($2,500.00)or more. (Ord.No.20781, § 1, 9-19-1989; Ord.No. 028170, § 2,5-12-2009; Ord.No. 028271, § 3, 8-18-2009; Ord.No. 029428, § 1, 3-27-2012) • Sec.2-313.-Effect of violation. A violation of these rules of conduct shall subject the council member,board member or employee to appropriate disciplinary proceedings,but such violation shall not render the action of the city voidable by the city unless the action would not have been approved without the vote of the person who violated the rules of conduct. (Ord.No.20781, § 1, 9-19-1989) • Sec.2-314.-Exceptions to abstention requirement. The requirement that a council member or board member abstain from voting on a matter or participating in discussion as contained in rule 7 of the rules of conduct shall not apply in the following situations,provided that such person has complied with the requirements of written disclosure of the interest: 60 (a)In the event a majority of the members of the council or the board, commission or committee have filed a written disclosure of a conflict of interest on the matter and would be required to abstain; or (b)On the final approval of the budget when the person has abstained from a separate vote taken on the particular budget item pertaining to the conflict of interest and action or that particular item has been resolved. (Ord.No.20781, § 1, 9-19-1989) Cross reference—Rules of conduct, § 2 3 • Sec.2-315.-Freedom of expression. Nothing contained in the code of ethics shall abridge the right of any citizen,whether or not a council member,board member or employee,to exercise his or her right of expression under the U.S. or Texas Constitutions. (Ord.No.20781, § 1, 9-19-1989) • Sec.2-316.-Lobbyist registration. Subsection A. Persons required to register as lobbyists. (a)A person who engages in lobbying must register with the city secretary if,with respect to any client,the person engages in lobbying activities for compensation. (b)The following persons are not required to register under subsection(a): (1)Media outlets. A person who owns,publishes or is employed by: (A)a newspaper; (B) any other regularly published periodical; (C) a radio station; (D)a television station; (E)a wire service; or (F) any other bona fide news medium that in the ordinary course of business disseminates news, opinions, or paid advertisements that directly or indirectly oppose or promote municipal questions to seek to influence official action relating thereto,if the person does not engage in other activities that require registration under Part E. This subsection does not exempt the news media or a person whose relation to the news media is only incidental to a lobbying effort or if a position taken or advocated by a media outlet directly impacts, affects, or seeks to influence a municipal question in which the media outlet has a direct or indirect economic interest. (2)Mobilizing entity constituents. A person whose only lobbying activity is to encourage or solicit the members, employees, or owners (including shareholders)of an entity by whom the person is compensated to communicate directly with one or more city officials to influence municipal questions. This exception is intended to apply to neighborhood and other similar not-for-profit organizations. (3) Governmental entities. Governmental entities and their officers and employees,provided the communications relate solely to subjects of governmental interest concerning the respective governmental bodies and the city. (4) Unknown municipal questions. A person who does not know and has no reason to know that a municipal question is pending at the time of contact with a city official. (5)Dispute resolution. An attorney or other person whose contact with a city official is made solely as part of resolving a dispute with the city,provided that the contact is solely with city officials who do not vote on or have final authority over any municipal question involved and so long as such an 61 attorney complies with Rule 4.02 of the Texas Disciplinary Rules of Professional Conduct, as amended. Subsection B.Definitions. The following words and phrases have the meaning ascribed to them in this section unless the context requires otherwise: (a) City official means the members of the city council, city manager, deputy and assistant city managers, city secretary, city attorney, assistant city attorneys, department heads,municipal court judges, and all members of any board, commission or committee of the city,including the board of any corporation created by the city. (b) Client means any person on whose behalf lobbying is conducted. In the case of a coalition or association that employs or retains other persons to conduct lobbying activities,the client is the coalition or association and not its individual members. (c) Compensation means money, service,facility or other thing of value or financial benefit that is received or is to be received in return for or in connection with services rendered or to be rendered. Compensation does not include a payment made to any individual regularly employed by a person if (1)the payment ordinarily would be made regardless of whether the individual engaged in lobbying activities and(2)lobbying activities are not part of the individual's regular responsibilities to the person making the payment. Compensation does not include the financial gain that a person may realize as a result of the determination of a municipal question,unless that gain is in the form of a contingent fee. (d)Lobby or lobbying means any oral or written communication(including an electronic communication)to a city official,made directly or indirectly by any person in an effort to influence or persuade an official to favor or oppose,recommend or not recommend,vote for or against, or take or refrain from taking action on any municipal question. The term lobby or lobbying does not include a communication: (1)merely requesting information or inquiring about the facts or status of any municipal question,matter, or procedure, and not attempting to influence a city official; (2)made by a public official or employee acting in his or her official capacity; (3)made by a representative of a media organization if the purpose of the communication is gathering and disseminating news and information to the public; (4)made in a speech, article,publication, or other material that is distributed and made available to the public, or through radio,television, cable television, or any other medium of mass communication; (5)made at a meeting open to the public under the Open Meetings Act; (6)made in the form of a written comment filed in the course of a public proceeding or any other communication that is made on the record in a public proceeding; (7)made in writing as a petition for official action and required to be a public record pursuant to established city procedures; (8)made in writing to provide information in response to an oral or written request by a city official for specific information; (9)the content of which is compelled by law; (10)made in response to a public notice soliciting communications from the public and directed to the official specifically designated in the notice to receive such communications; (11)made on behalf of an individual with regard to that individual's employment or benefits; (12) made by a fact witness or expert witness at an official proceeding; or (13)made by a person solely on behalf of that individual,his or her spouse, or his or her minor children. 62 (e)Municipal question means a public policy issue of a discretionary nature pending or impending before city council or any board or commission,including but not limited to proposed action, or proposals for action,in the form of ordinances,resolutions,motions,recommendations,reports, regulations,policies,nominations, appointments, sanctions, and bids,including the adoption of specifications, awards, grants, or contracts. The term municipal question does not include the day-to- day application, administration, or execution of city programs and policies. Subsection C. Registration. (a)A registration form shall be completed and filed by a person required to register prior to the commencement of lobbying activity for a client. (b)A separate registration form must be filed for each client. (c) The registration shall be on a form prescribed by the city secretary and shall include,to the extent applicable: (1)the full name,phone number,permanent address, and nature of the business of: (A)the registrant; (B)the client; (C) any lobbying firm for which the registrant is an agent or employee with respect to the client; and (D)each employee or agent of the registrant who has acted or whom the registrant expects to act as a lobbyist on behalf of the client; (2)a statement of all municipal questions on which the registrant will lobby for the client. (d)A registrant shall file an amended registration if the information contained in the current registration changes or is incorrect. (e)A registrant may file a termination of registration when no longer required to register. (Ord.No.23772, § 3, 9-21-1999) • Secs.2-317-2-319.-Reserved. 63 APPENDIX C Resolution Approved 64 65 66 APPENDIX D Legal Defense and Indemnification of City officers and Employees 67 APPENDIX D Corpus Christi Code of Ordinances Chapter 39 Personnel Article I In General Sec.39-14.-Legal defense and indemnification of city officers and employees. (a)Definitions. For the purposes of this section the term"officer" shall include any elected or appointed official of the city; and the term"employee" shall include all employees of the city,whether under civil service or not, including firemen and policemen, and shall include authorized volunteers,working under a volunteer program approved by the city manager. (b)Indemnification. Any officer or employee who is liable for the payment of any claims or damages arising out of the course and scope of employment shall be entitled to indemnification by the city provided that the acts or omissions resulting in such liability were done in good faith and without malicious or felonious intent. For the purposes of this section,the term"arising out of the course and scope of employment" shall not include any action which occurs during a period of time in which the officer or employee is engaged in outside employment or is rendering contractual services to someone other than the city. Whether the acts were done in good faith,without malicious or felonious intent, and within the course and scope of employment shall be determined by the city, and such determination shall be final for the purposes of the representation and indemnity of this section;provided,however,that in the event such representation and indemnity have been denied by the city,if upon a trial on the merits the city determines that the officer or employee was acting in good faith,without malicious or felonious intent and within the scope of employment the indemnification hereunder shall be granted and reasonable legal expenses incurred in the defense of the claim reimbursed. The city shall not be liable for any settlement of any such claim or suit effected without consent, and the city reserves the right to assert any defense and make any settlement of any claim or suit that it deems expedient. (c)Representation in actions. The city shall have the right and duty to provide legal representation through the city attorney, or in its discretion through the selection of outside legal counsel,to any officer or employee sued in connection with any claim for damages or other civil action against such person arising out of the course and scope of employment,provided that such officer or employee is entitled to indemnification as set forth in this section. Such legal representation shall be provided at no cost to the officer or employee, and any officer or employee may have his or her own counsel assist in the defense at the sole expense of the officer or employee. The officer or employee shall cooperate fully with the city in preparation and presentation of the case, and the failure to cooperate shall waive such officer's or employee's right to representation and indemnity under this section. (d) City's defenses. Nothing in this section shall be construed as waiving the city's defense of governmental immunity to it or its employees or officers in any action brought against the city or such officer or employee. For any suit or claim arising under the Texas Tort Claims Act,the indemnity provided by this section shall be limited to the statutory limits applicable to the city provided in said Act, as amended. (e)Notice. The provisions of this section shall apply only where the city has been given notice of the action brought against any city officer or employee within ten(10)days of service of process upon the officer or employee. (f)Disciplinary actions. Nothing in this section shall prevent the city from taking disciplinary action against any officer or employee for conduct defended or indemnified by the city under this section, either before or after conclusion of the civil suit. (g)Suits in behalf of the city. Nothing in this section shall require the city to indemnify any officer or employee for recoveries made against him or her in suits by or on behalf of the city. The city council may, however, authorize the city attorney to represent any officer or employee in a suit brought by a taxpayer in behalf of the city against the officer or employee. (Ord.No. 14320, § 1, 5-17-1978; Ord.No. 17867, §§ 1-3, 10-5-1983; Ord.No. 19863, § 1, 7-21-1987; Ord. No. 19864, § 1, 7-21-1987) Editor's note—Formerly numbered § w 9 II 6. 68 se o� � AGENDA MEMORANDUM Future Item for the City Council Meeting of December 12, 2017 NORPOfl P�E 1852 Action Item for the City Council Meeting of December 19, 2017 DATE: December 12, 2017 TO: Margie C. Rose, City Manager FROM: Eddie Houlihan, Director of Management and Budget EddieHo@cctexas.com (361) 826-3792 Software hosting and support Service Agreement for the City Performance Report in the amount of $39,600.00 with option to extend for four additional years for a potential multi- year not-to-exceed amount of$212,000.00 CAPTION: Motion to reinstate and extend Service Agreement No. 946 with Brio Consulting, LLC, and authorize the City Manager or designee to execute Amendment No. 2 for one year of software hosting and support services for $39,600.00, with options to extend for up to four additional one-year periods and subject to a possible annual increase not to exceed the U.S. rate of inflation, with a total potential multi-year amount not to exceed approximately $212,000.1 PURPOSE: To support and maintain our web-based City Performance Report (CPR) software that provides the public and City staff performance data and trend information for each City department. BACKGROUND AND FINDINGS: The "CPR" web page was initially created during FY 2012-13 to provide performance data for each department. The CPR lists Mission Elements for each department, accompanied with applicable goals to describe what the mission element is intended to accomplish (e.g. "timely response to customer-reported problems"). Performance measures are used to indicate how well goals are being achieved; they can be used to establish standards or service-level targets. For those departments using computerized work and asset management systems, data populating some performance measure results is automated, thus eliminating need for manual data input. During 2017 Brio Consulting redesigned the original CPR using a modern user- friendly platform at a cost of $49,900. The City Manager's commitment to maintaining 1 $212,000 reflects 5 annual payment of$39,600 after considering annual inflation of 3.22% systems of performance reporting and public accountability has resulted in successful restoration of the CPR. The original CPR was a joint effort of the Office of Strategic Management (OSM) and IT. On the original system, OSM served as the functional lead and IT provided technical and programming support. Our new and re-designed system is currently functional and no longer requires routine support from IT. Serving as CPR System Administrator, OSM is currently working with each department to populate and finalize the data. This includes entering monthly performance data and annual baseline data, and making needed edits to departmental pages. Approval of this $39,600 annual software and hosting agreement provides services necessary to maintain and make available to the public the CPR and the performance data it includes. ALTERNATIVES: • Abandon the CPR • Develop a new performance reporting framework 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: Budget and City Manager's Office FINANCIAL IMPACT: ✓ Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget $39,600 $172,400 $212,000 Encumbered / Expended Amount 0 This item $39,600 $172,400 $212,000 BALANCE Fund(s): Because all departments participate in the CPR, the costs will be spread across multiple funds thru allocations Comments: The table above reflects a first year annual amount of$39,600 plus four annual extensions. After considering potential inflation, four annual renewals results in total costs of approximately $212,000. RECOMMENDATION: Staff recommends approval of this agenda item. LIST OF SUPPORTING DOCUMENTS: • Service Agreement No. 946 City Performance Reporting System (November 2016) • Amendment No. 1 to Service Agreement No. 946 (January 2017) • Amendment No. 2 to Service Agreement No. 946 • Presentation: CPR Overview Ii S Amendment 4��y of��orpus ����s� Purchasing Division Date: November 9, 2017 Service Agreement##Name: No. 946- City Performance Repoqba..a� Amendment No. 3 Service Agreement Current Value: $49,900 /m/oriO[@Fnendnl8nd Amendment No. 2Value: 121600 Service Agreement Total Amended Value: The Qb/ of Corpus Christi (''Qtv'') and Brim Services' LLC' dba Brio Consulting, LLC ("Contractor") entered into the above-referenced agreement ("Agree[ngOt") onO[ about November 4, 2016; executed 8namendment tDthe Agreement On o[about January 2O. 2O17 /"AnnendnlentNo. 1"\; and now desire tomutually execute this amendment("Amendment No. 2") in order to reinstate the Agreement and Amendment No. 1 and put into effect the modifications or revisions stated in this iOstrurnent, which, by execution below and taken together with the Aongennen1 and Amendment No. 1, constitutes the entire understanding and agreement between the parties. (/A The Agreement and Amendment No. 1 to the Agreement are reinstated for all intents and purposes by the parties as if the Agreement and Amendment No. 1 had not expired. Byexecution 0f this Amendment No. 2. the parties desire to ensure the continuation nfannual software hosting and support services for the enhanced and now-functional CPR product. (B) Section 1 of the Agreement, entitled "Scope," is deleted in its entirety and replaced with language toread aefollows: "1. Scope. Contractor shall provide City Performance Reporting System ("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 inaccordance with Exhibit 2. Contractor shall also provide annual software hosting and support services ("Hosting") in accordance with Attachment Ar1. the content of which is incorporated by reference into this Agreement as if fully Set out here in its entirety." ([) Section 2 of the Agreement, entitled "Tenn." is deleted in its entirety and replaced with language to [8ed as follows: "2. Term. This Agreement isfor a term ofapproximately 25 nnonths, with performance commencing November 4. 2O1O. and concluding December 11. 2D18. ThepartigS8gree that the first Hosting period commences December 12. 2O17. subject toapproval Ofthe execution ofthis Amendment No. 2 bythe City's City Council, and terminates atmidnight December 11. 2O1B. The parties may mutually extend the term ofthis Agreement for the provision of Hosting for Up to four additional 12-month periods /"(]pbOn Period"), provided, the parties do so in writing and prior to the expiration of the initial or the then- current Option Period. The City's extension authorization must beexecuted bythe City Manager ordeaignee." (C>) Section 3 ofthe Agreement, entitled "Compensation and Payment," is amended by deleting only the first sentence and replacing it with language to read as follows: "3. Compensation and Payment. The total value ofthis Agreement is $89,500, subject to approved extensions and chanQee, including a possible increase inthe annual price for Hosting (upon the parties' exercise of an Option Period) but which increase may be Page lv[2 no greater than the average U.S. rate of inflation for the immediately preceding 12-month period elapsed prior to the [)obon Period. The total value of this Agreement is represented by work to be completed under Attachment A for$49,900 and annual hosting services tobeprovided under Attachment A-1for$3B.00O.^ (E) Section 4 of the Agreement, entitled "Contract Adnniniatnatmr." is amended by deleting the identified employee and contact information and replacing it with the following employee and contact information: "Eddie Houlihan, Director Office ofManagement& Budget Phone: 361-020-3792 Email: EddieHo@cctmxas.com^ /F\ Contractor shall submit updated copies of Contractor's certificate of insurance to the Contract Administrator and Risk Manager, pursuant to the terms of the Agreement. /G\ Contractor agrees to comply with Section 2252.900. Texas Government Code, as it may be annended, and to complete and submit a Form 1285 "Certificate of |n1angotod Parties" upon Contractor's execution ofAmendment No. 2. /H\ In accordance with Chapter 2270, Texas Government Code, the City may not enter into e contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The signatory executing this Amendment No. 2 (which reinstates the Agreement and Amendment No. 1) on behalf of the Contractor verifies that the company does not boycott Israel and will not boycott |anae| during the term of Amendment No. 2 nor any Option Period pursuant to the Agreement. /|\ The parties acknowledge and agree that the Services (e.g., interface restoration and system upgrades for the CPR product) provided pursuant to the Agreement and Amendment No. 1have been completed. /J\ A copy of Attachment A-1 is attached to this Amendment No.2,the content of which attachment is incorporated by reference into this Amendment No. 2 as if fully set out hmno in its entirety. The barmna and conditions of the reinstated Agreement and Amendment No. 1 not modified or revised by this Amendment No. 2 remain in full force and effect for all intents and purposes of the parties. Upon final execution, the entire content of this Amendment No. 2 supplements the Agreement and Amendment No. 1 and is incorporated by reference into the Agreement as if fully set out in its entirety in the Agreement. Contractor City ofCorpus Christi 11/15/2O17 Nancy B. Lerner []ate p0oha Pednaza Date Chief Executive Officer Procurement Manager Approved astolegal form: BizabethHund|ey Assistant City Attorney for K8i|eg Ris|ey, City Attorney Page 2oy2 ATTACHMENT A-1 BrioBrio Consulting,LLC 11152 Westhei er Road 685 Houston,Texas 77042-3295 ® 713-853-2425 Consult ,brio-consul(ting.co August 14,2017 Kim Baker,Assistant Director of Financial Services Purchasing Department City of Corpus Christi 1201 Leopard Street Corpus Christi TX 78401-2825 Re:Annual Contract for Hosting Services for City Performance Reporting(CPR)System Dear Ms. Baker: We are pleased to offer services for ongoing hosting and support of the City Performance Reporting (CPR)System developed under City Service Agreement 946. Pursuant to the recommendations and action plan developed under Service Agreement 946,we offer the following scope,term and fees: Proposed Scope Brio will continue to provide the City with access to the CPR as a hosted service under the General Terms and Conditions forStatWindow0 Hosting attached hereto.This includes a monthly allowance of eight (8) hours of technical services that can be applied to general user support or the development of interfaces or enhancements,at the City's discretion. HosOng 7&m ond Fee Brio will provide hosting services for one (1)year for a fee of$39,600, payable in advance of service. If the City requests services to enhance the CPR and such services fall outside the limits defined in Section 4.3 of the attached General Terms and Conditions for StotWindow0 Hosting, Brio will provide such additional services on a time and materials basis. Labor rates for additional services are as follows: Annual hosting fees and rates may increase no °m more than once per year(at renewal)and by no Principal/Program Manager $275 more than the U.S. rate of inflation. Senior Systems Architect $205 Senior Programmer $155 We look forward to working with you. Support $105 Sincerely, Nancy B. Lerner Chief Executive Officer Brio Consulting, LLC C. Frank Bailey,City Saundra Thaxton,City Steve Klepper,City Encl. GENERAL TERMS AND CONDITIONS FOR STATWINDOW HOSTING SERVICES These General Terms and Conditions for Hosting Services for the StatWinclow@ software(THE SOFTWARE)are in addition to the terms and conditions of the agreement through which the hosting services are procured(the HOSTING AGREEMENT). L Parties 3.4. SUBSCRIBER is wholly and solely responsible for the 1.1. The parties to the HOSTING AGREEMENT are referred to accuracy of the PERFORMANCE DATA,for protecting the herein as the HOST(the party providing access to THE PERFORMANCE DATA against unauthorized access or SOFTWARE)and the SUBSCRIBER(the party procuring and editing,and for ensuring the PERFORMANCE DATA are legal using the hosting services for THE SOFTWARE). and suitable for public consumption. 3.5. SUBSCRIBER is responsible for managing individual users 2� Rights to Software accounts and for ensuring that authorized users safeguard 2.1. Subject to the terms and conditions herein,and subject to their passwords.SUBSCRIBER is responsible for deleting user full and timely payment of all fees owed under the HOSTING accounts and resetting user passwords as needed. AGREEMENT,the HOST hereby grants to SUBSCRIBER and 3.6. SUBSCRIBER is responsible for protecting its source data.If SUBSCRIBER hereby accepts a limited,non-exclusive,non- THE SOFTWARE includes interfaces to databases outside transferable,right to access and use THE SOFTWARE to StatWindow@ then SUBSCRIBER is responsible for ensuring support SUBSCRIBER's business operations and presentation the database accounts used by those interfaces have read- of data directly related to SUBSCRIBER's business only access to the source data and/or provide access to operations. copies ofthe source data rather than original records. 2.2. SUBSCRIBER may authorize its employees,contractors or 3.7. SUBSCRIBER will adhere to all laws related to the protection other agents to use THE SOFTWARE to enter and manage of personal data and will ensure the PERFORMANCE DATA data related to SUBSCRIBER's business operations. are lawful public records. SUBSCRIBER is responsible for ensuring that its authorized 3.8. HOST assumes no responsibility and shall have no liability for users abide by these Terms and Conditions.SUBSCRIBER is the deletion,correction,destruction,damage,loss or failure wholly responsible for the data entered,updated or deleted to store any PERFORMANCE DATA.SUBSCRIBER warrants by the individuals SUBSCRIBER authorizes to use THE that the PERFORMANCE DATA is a matter of public record. SOFTWARE. 2.1 SUBSCRIBER shall not Copy,distribute,sell,lease or grant A, Software Docurnentation arid Service Levds third party rights to THE SOFTWARE. SUBSCRIBER shall not 4.1. Documentation and Upgrades alter,modify,enhance,adapt,reverse engineer, 4.1.1. HOST shall provide SUBSCRIBER with an electronic disassemble,or make works derived from any version of THE copy of documentation that explains how to use THE SOFTWARE or attempt to generate or access the source SOFTWARE,including but not limited to code for THE SOFTWARE,whether by converting, documentation of the methods for entering, translating,clecompiling,disassembling or merging any part updating and exporting PERFORMANCE DATA. ofTHE SOFTWARE with any other software. 4.1.2. From time to time,and at HOST's discretion,HOST 2.4. HOST shall provide access to THE SOFTWARE via the may apply patches and upgrades to THE SOFTWARE. Internet.Subscriber is responsible for obtaining and If upgrades,patches or other planned maintenance maintaining all computer hardware,software and will affect access to THE SOFTWARE,then HOST shall communications equipment needed to access and use THE schedule such maintenance outside SUBSCRIBER's SOFTWARE and for paying all third-party fees and access normal business hours and shall notify SUBSCRIBER charges incurred while accessing or using THE SOFTWARE, of such planned maintenance in advance. including but not limited to equipment and services needed 4.2. System Availability,Trouble Reports and General Requests to provide access to the Internet. 3 Data Ownership arid ReslImnsibifity 4.2.1. HOST will use commercially reasonable efforts to make THE SOFTWARE available twenty-four(24) 3.1. SUBSCRIBER owns the data it enters and manages in THE hours a day and seven(7)days per week except for SOFTWARE,hereafter referred to as PERFORMANCE DATA. planned maintenance. The PERFORMANCE DATA include data entered and updated 4.2.2. HOST will use commercially reasonable efforts to by individual users as well as data that may be added or provide 98%system optima throughout the term of updated through automated interfaces to SUBSCRIBER's the hosting period.System downtime excludes databases. outages due to planned maintenance announced in 3.2. SUBSCRIBER hereby grants to HOST and HOST hereby advance by HOST,outages caused by SUBSCRIBER's accepts a limited,non-exclusive,non-transferable,right to errors or SUBSCRIBER's infrastructure failures,and access,process and use the PERFORMANCE DATA for the causes beyond HOST's reasonable control. sole purpose of providing the services defined herein and in 4.2.3. HOST will respond to reports of system outages the HOSTING AGREEMENT. within twenty-four(24)hours of notification by 3.3. SUBSCRIBER has the right to copy,store and use the SUBSCRIBER and will target resolution of such issues PERFORMANCE DATA outside THE SOFTWARE. within forty-eight(48)hours. .................. ............................... General Terms and Comfitions for 5tatKqnqmv0 Hosting SerOces Page I of 3 Rev 1.2 ........................................................... 4.2.4. HOST will respond to other trouble reports,technical 5.3. Limitations on Warranties.The limited warranty set forth inquiries,and requests for enhancement within two herein will not apply to any misuse or negligence in the business days and will target resolution of problems operation or use of THE SOFTWARE by the SUBSCRIBER or with THE SOFTWARE within three(3)business days. any breach by SUBSCRIBER of any of the terms hereof.The The schedule for development of enhancements will limited warranties set forth herein are made for be negotiated,as will additional fees that may apply SUBSCRIBER's benefit only.The remedies in this Section 5 for such enhancements. are the sole and exclusive remedies for breach of these 4.3. Technical and User Support limited warranties. 4.3.1. Unless otherwise specified in the Hosting 5.4. Disclaimer ofWarranties.The express warranties set forth Agreement,HOST will provide up to eight(8)hours in this section 5 are the only warranties made by HOST with per month of user and technical support,which may respect to the hosting services,THE SOFTWARE,and any be applied to development of enhancements or other services provided hereunder.HOST makes no interfaces as well as general support. warranty or representation that SUBSCRIBER's access to and 4.3.2. Technical support hours are not transferable to use ofTHE SOFWTARE will be uninterrupted or error-free, other parties or agreements and have no cash value and specifically disclaims any and all other warranties, to SUBSCRIBER. whether written or oral,express or implied,with respect to THE SOFTWARE,including any implied warranties of 4.3.3. Time needed to address system outages and issues merchantability or fitness for a particular purpose. with THE SOFTWARE that are HOST's responsibility 6, I.Anitation oin Liabdity do not count toward the SUBSCRIBER's use of support hours. 6.1. HOST shall not be liable to SUBSCRIBER for any indirect, 4.4. Backup and Recovery incidental,reliance or special damages or consequential 4.4�1. HOST will provide nightly backups of SUBSCRIBER's damages arising under or in connection with the HOSTING PERFORMANCE DATA and database-controlled AGREEMENT,regardless of the form of action,whether in configurations of THE SOFTWARE and will retain contract,warranty,strict liability or tort,excluding such backups for up to thirty(30)days. negligence of any kind.To the extent allowed under Texas law,SUBSCRIBER hereby releases HOST and each of its 4.41. In the event of data loss that is the direct result of officers,directors,employees and agents from any such HOST action(s)and/or hosting infrastructure failures, claim. HOST will invoke immediate steps to assess the 6.2. In no event shall the aggregate liability of HOST to situation to recover and restore the data affected. SUBSCRIBER arising out of or by reason of the HOSTING Recovery point objective(RPO)or the acceptable AGREEMENT(including by reason of any breaches or failures amount of data loss,is no more than 24 hours and to perform hereunder)exceed the aggregate amount target restoration is within a 24-hour period from payable to HOST under the HOSTING AGREEMENT. when the system crash or data loss occurred. 4�43. In the event of data loss as a direct result of 6.3. Any claims arising out of,related to or in connection with SUBSCRIBER's action(s)or force majeure,HOST will the HOSTING AGREEMENT must be asserted(through the provide recovery services using technical support due commencement of legal proceedings)within one year of the date SUBSCRIBER knows or should have known of the hours as defined herein and/or on a Time and existence of such claim. Materials basis upon approval from the SUBSCRIBER to proceed with such services, 6.4� HOST shall under no circumstances be liable for any claim or demand by any third party based on or related to 5 Lmnited Warranties and Dsclairmns, SUBSCRIBER's use of THE SOFTWARE or errors oralleged 5.1. Intellectual Property Warranty.HOST has the right,power errors in THE SOFTWARE,including,without limitation, and authority to provide access to THE SOFTWARE.To the persons using the facilities or services of SUBSCRIBER or knowledge of HOST,THE SOFTWARE does not infringe the their heirs or dependents. intellectual property rights of any third party. 6.5. HOST shall indemnify SUBSCRIBER and its agents against any 5.2. Hosting Services Warranty.HOST represents and warrants third party claims,demands,costs,or liabilities alleging that that,during the first sixty(60)days of the term of the THE SOFTWARE infringes the intellectual property rights of HOSTING AGREEMENT,THE SOFTWARE will operate any third party(an"IPR Claim");provided,however,that substantially in accordance with the Software HOST will not be obligated to indemnify SUBSCRIBER to the Documentation,provided the Subscriber accesses and uses extent the alleged infringement is caused by(a)SUBSCRIBER's THE SOFTWARE in compliance with such Documentation or breach of any of its obligations hereunder or misuse or other instructions provided by HOST.In the event the modification ofTHE SOFWTARE,or(b)SUBSCRIBER's use of Hosting Services fail to satisfy the warranty immediately THE SOFTWARE in combination with any product,process or above,HOST's sole obligation,and SUBSCRIBER's sole information not owned,developed or delivered by HOST, remedy for non-conformance of this warranty shall be,at 7- h,dependenlr Cc)inj�iracto� HOST's option,to(a)use reasonable efforts to correct the nonconformity or(b)refund any pre,pald fees paid by 7.1, HOST is an independent contractor and will maintain SUBSCRIBER for the non-conforming Hosting Services and complete control of and responsibility for its employees, terminate the HOSTING AGREEMENT. subcontractors,and agents. .................................... ............................................... .........................—1............................. General Terms and Condithnns, Pqos6ng Servires Ilage�?oll 3 Rev 1.2 7.2. Nothing contained in the HOSTING AGREEMENT or these and may include,but is not limited to,extraordinary General Terms and Conditions shall be construed to create a weather conditions,electromagnetic disturbances,or other partnership,joint venture or agency relationship,and, natural catastrophes,war,riots,terrorism,strikes,lockouts, notwithstanding anything else herein,neither party shall or other industrial disturbances or acts of any governmental have the right to incur(and will not attempt to incur)any agencies. obligation or liability on behalf of the other party. 111 Coirnphary e wal-i Laws & Terim ination by 11�ost 11,1.SUBSCRIBER shall comply with,and is solely responsible 8.1. HOST may suspend,revoke or limit SUBSCRIBER's use of THE for compliance with,all applicable laws governing the SOFTWARE if HOST determines there is a material breach of access to or use of THE SOFTWARE,including without SUBSCRIBER's obligations,a security breach,or a violation of limitation export,import and use regulations of the United law or if HOST is directed to suspend,revoke,or limit States and other countries. SUBSCRIBER's use of THE SOFTWARE by a government, 12. Giratuiiitiie5 regulatory,or law enforcement agency with jurisdiction over HOST or SUBSCRIBER.If the cause of a suspension can 12.1.HOST warrants that neither it nor any of its employees, reasonably be remedied,the HOST will provide notice of the agents or representatives has offered or given arty gratuities actions SUBSCRIBER must take to reinstate access to THE to SUBSCRIBER's employees,agents,or representatives with SOFTWARE.if the SUBSCRIBER fails to take such actions a view toward securing the HOSTING AGREEMENT or within a reasonable time,HOST may terminate access to securing favorable treatment with respect thereto. THE SOFTWARE. '11 Successors and AssIgns 8.2. Failure to pay is a material breach. 13.1.This HOSTING AGREEMENT is to be binding on the 8.3. If HOST limits,suspends or terminates SUBSCRIBER's access successors and assigns of the Parties hereto but may not be to THE SOFTWARE for reasons of material breach,security assigned by either Party without first obtaining the written breach,Violation of law,or direction of a government, consent of the other. regulatory or law enforcement agency,then SUBSCRIBER shall not be entitled to refund of any prepayments. 14. Severabiky,SurvIvA and Conflicts 8.4. HOST may terminate for convenience with sixty(60)days' 14.1.If any of the provisions contained in the HOSTING written notice prior to the termination of the HOSTING AGREEMENT or in these General Terms and Conditions are AGREEMENT.If HOST terminates for convenience,then held invalid,illegal,or unenforceable,the enforceability of SUBSCRIBER is entitled to refund of prepayments for hosting the other remaining provisions shall not be impaired, services. 1.4.2.Limitations of liability,indemnities,and rights in data, 9, 1 EN ITHI-Iation i)y SiAbscirlbe� confidentiality,and other express representations shall survive any termination or expiration ofthe HOSTING 9.1. SUBSCRIBER may request termination for cause with thirty AGREEMENT (30)days'written notice if HOST fails to provide access to 14.3,In the event of conflict between this HOSTING AGREEMENT THE SOFTWARE in accordance with the terms herein.If and these General Terms and Conditions,the more terminating for cause,SUBSCRIBER shall provide restrictive terms shall apply documentation of the claimed lapse in service.If HOST remedies the lapse in service or provides evidence that no 15, Waivels lapse in service occurred or that the lapse was the result of 15.1�No waiver by either Party of any default by the other Party SUBSCRIBER actions or force majeure,then SUBSCRIBER may in the performance of any provision of the HOSTING choose to(a)continue service or(b)terminate for AGREEMENT shall operate or be construed as a waiver of convenience,and SUBSCRIBER will not be entitled to refund any future default,whether like or different in character. of prepayments. If HOST does not remedy the lapse in '16, 11 leader's Not Coirilrirofltng service or provide evidence that no lapse in service occurred or that the lapse was the result of SUBSCRIBER actions or 1.6.1.Headers herein are not controlling. force majeure,then SUBSCRIBER will'be entitled to refund of prepayments for hosting services scheduled to begin thirty (30)days after the notice of termination for cause. 9.2. SUBSCRIBER may request termination for convenience with thirty(30)days'written notice.SUBSCRIBER is not entitled to refund of prepayments if terminating for convenience. '10 Force M*uiie 10.1.Neither party shall be responsible for delay or disruption in the performance of its obligations under the HOSTING AGREEMENT caused by a force majeure event. This includes delays in SUBSCRIBER's transmittal of payments to HOST and disruption of access to THE SOFTWARE due to an occurrence or circumstance beyond the control of the claiming Party .......................... ....................................................................... Gene�al lerms and Conditions for StatV11mdowD Hosting Sm Oces Page 3 ol Rev 12 Amendment City of Corpus Christi . 1106 Purchasing Department Service Agreement No.: 946 Amendment No.: 1 Date: January 25, 2017 Service Agreement Current Value: $49,900.00 The CITY OF CORPUS CHRISTI, TEXAS, hereinafter referred to as the City, Brio Consulting, LLC Houston, Texas, hereinafter referred to as the Contractor, do hereby make and enter into this Amendment which, together with the Service Agreement 946 and all other duly executed Amendments, constitutes the entire agreement under the above-referenced Service Agreement between the City and the Contractor. I. This Amendment modifies Attachment A — Scope of Work of the Service Agreement Item 1 to include the following language: 1) Reestablish CPR functionality by restoring or rebuilding interfaces to data from the various business systems and by updating metrics; II. This Amendment modifies Attachment A — Scope of Work of the Service Agreement Task 3 to include the following language: Task 3. Implement top priority recommendations for CPR restoration. Work necessary to restore functionality may include rebuilding systems using more modern technology and platforms, but the total consultant costs under this agreement will not exceed the currently authorized amount of$49,900. III. This Amendment modifies Attachment B — Schedule of Pricing of the Service Agreement Task 3 to include the following language: Brio will implement the top priority recommendations as agreed to in Task 2. The primary purpose of this task is to restore basic functionality for data extraction to the extent practical, focusing on the top priority data sources. Work necessary to restore functionality may include rebuilding systems using more modern technology and platforms. Modifications will be made to the City's Development system and will be migrated to the Production environment following review and acceptance by the City. Date:January 25,2017 Pagel of 2 The Contractor and the City agree to and shall abide by all terms and conditions of the original Supply Agreement and any Amendments to that Agreement, to the extent they are not in conflict with the terms of this Amendment. Digilalty signed hy:Nancy Lemer ON:CN=Nancy lamer C=US O=Bno Consulting,LLC OU= CEO Date:2017.01.26 00:50:31- 05.00 01/25/2017 Nancy B. Lerner Date Maria Pedraza 0 Date CEO Procurement Manager Brio Consulting, LLC City of Corpus Christi, Texas Supply Agreement No.: 946 Amendment No.: 1 Date:January 25,2017 Page 2 of 2 0 SERVICE AGREEMENT NO. 946 NQ N Ep 1852 City Performance Reporting System THIS City Performance Reporting System Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Brio Consulting, LLC ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide City Performance Reporting System 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 City Performance Reporting System ("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 n/a additional n/a-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 $49,900.00, 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 Page 1 of 8 Service Agreement Standard Form Approved as to Legal Form 711116 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: Frank Bailey Information Technology Department Phone: 361.844.1721 Email frankb@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 Page 2 of 8 Service Agreement Standard Form Approved as to Legal Form 711116 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 Page 3 of 8 Service Agreement Standard Form Approved as to Legal Form 711116 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: Frank Bailey IT Application Manager Address: 1201 Leopard St. Corpus Christi, TX 78401 Fax: 361.286.4262 IF TO CONTRACTOR: Brio Consulting, LLC Attn: Nancy B. Lerner Chief Executive Officer 11152 Westheimer Road #685, Houston, Texas 77042-3208 Fax: City of Corpus Christi Page 4 of 8 Service Agreement Standard Form Approved as to Legal Form 711116 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 Page 5 of 8 Service Agreement Standard Form Approved as to Legal Form 711116 (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 Page 6 of 8 Service Agreement Standard Form Approved as to Legal Form 711116 all prior negotiations, arrangements, agreements and understandings, either oral or written, between the parties. (SIGNATURE PAGE FOLLOWS) City of Corpus Christi Page 7 of 8 Service Agreement Standard Form Approved as to Legal Form 711116 Digitally signed by:Nancy B.Lerner CONTRACTOR DN:CN=Nancy B.Lerner C=US O=Brio Consulting LLC Date:2016.11.03 19:16:23-05'00' Signature: Printed Name: Nancy B. Lerner Title: CEO Date: 11/03/2016 CITY OF CORPUS CHRISTI pp Signature: bzy1_ i7QAC A_. Printed Name: �.( � ?_ V,_ :::E , Title: " i5- aa f[c fir 0' t'irrtr dal Se Vl'cCS Date: —it. 4. 1 LQ 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 Page 8 of 8 Service Agreement Standard Form Approved as to Legal Form 7/1/16 Attachment A - Scope of Work Background The City "City Performance Report" is an online dashboard that presents departmental performance information comprised of baseline, operational profile, and internal and external (benchmark) measures on a webpage. The internal measures are associated with mission elements, goals, measures, and results associated actual results obtained via interfaces from the city's enterprise business systems such as Maximo, INFOR Financials and HR, CAD/Firehouse, etc. Users can view performance data by reporting intervals (year, quarter, month, week, day) and may chart data showing trends over time via web views. A database on the backend stores the data from business systems. Currently, many of the interfaces between various city business systems and metrics have "broken" as the City has replaced or upgraded various applications. The City's management approaches also shifted (the BSC was modified as the CPR) causing original "code" to no longer needed (the BSC was modified as the CPR) as the CPR "code" was reformatted. Finally, the current system is very reliant upon IT to make modifications which in not in line with IT strategic direction. Scope of Work Therefore, the City seeks to assess current environment, prioritize, and implement top recommendations, and restore CPR functionality. Objectives are: I) Reestablish CPR functionality by restoring interfaces to data from the various business systems and by updating metrics; 2) Streamline system administration so the city manager's office can easily add, delete, and update baseline, operational profile, and mission elements, goals, measure, and metrics thereby reducing IT support; 3) Update the technology that stores and presents the performance data. Task 1 . Evaluate current environment. Deliverable: Preliminary recommendation list Task 2. Develop action plan and facilitate transition of functional responsibilities. Deliverable: Action plan for implementation of prioritized recommendations. Task 3. Implement top priority recommendations for CPR restoration. Deliverable: Priority updates to technology Task 4. Implement additional recommendations for interface restoration and system updates. Deliverable: Additional updates to technology as agreed in task 2. Assumptions The City will provide Brio with remote access to CPR system, including access to network, server, applications, and database; documentation, including database location (IP address and network name) and database credentials (user name and password) needed for the CPR database to read the source data. The City Manager's office will be responsible for functional maintenance of the CPR metrics and will have administrative access to technology that supports the performance metrics. Under no circumstances is Brio responsible for systems analysis or modifications performed by the City or its other contractors. Attachment B - Schedule of Pricing Fee and Rates Work will be performed for a not-to exceed amount of$49,900 for all four tasks,and will be invoiced on a time and materials basis. Invoices are to reflect actual time worked at the rates outlined below for each task and reasonable and customary expenses at no markup. Principal/Program Manager $275 Senior Systems Architect $200 Senior Programmer $150 Support $100 Task 1. Evaluate the Current Environment Brio will log into the City's system to review current links to data sources, update references to source database locations for those links that can be restored through basic re-connection, and develop recommendations for technical improvements and support,including recommendations for updating the fiscal year definition to reflect the City's current accounting standards. Brio will also evaluate the metric maintenance application to determine whether it can still be used by the City Manager's Office to add and update metric definitions. Brio will discuss technical support requirements with the City IT Department and will recommend a streamlined system administration approach that places functional responsibility for metric maintenance in the City Manager's Office while providing for technical support in a manner consistent with the IT Department's strategic direction. Deliverable: Preliminary Recommendation List Task 2. Develop Action Plan and Facilitate Transition of Functional Responsibilities Brio will meet with the City to review and prioritize the recommendations and develop an action plan that addresses the City's top priorities within the available budget. Brio will also assist staff in the City Manager's Office as they gain familiarity with the existing metric maintenance tools and begin the process of adding and modifying metrics. Deliverable:Action Plan for Implementation of Prioritized Recommendations Task 3. Implement Top Priority Recommendations for CPR Restoration Brio will implement the top priority recommendations as agreed in Task 2. The primary purpose of this task is to restore basic functionality for data extraction to the extent practical, focusing on the top priority data sources. Modifications will be made to the City's Development system and will be migrated to the Production environment following review and acceptance by the City. Deliverable:Top Priority Updates to Technology as Agreed in Task 2 Task 4. Implement Additional Recommendations for Interface Restoration and System Updates Brio will implement additional recommendations as agreed in Task 2. This may include updates to interfaces that were not included in Task 3 as well as updates to the technology that stores and presents the performance data. Modifications will be made to the City's Development system and will be migrated to the Production environment following review and acceptance by the City. Deliverable:Additional Updates to Technology as Agreed in Task 2 Schedule Tasks can be completed in a 12-week period as indicated below: WEEK 3 4 5 6 7 8 9 10 11 12 1. Evaluate the Current Environment 2. Develop Action Plan and Facilitate Transition of Functional Responsibilities 3. Implement Top Priority Recommendations for CPR Restoration 4. Implement Additional Recommendations Attachment C - Insurance 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 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 Bodily Injury and Property Damage cancellation, non-renewal, material Per occurrence - aggregate change or termination required on all certificates and policies. COMMERCIAL GENERAL LIABILITY $1,000,000 Per Occurrence including: $2,000,000 Aggregate 1. Commercial Broad Form 2. Premises -Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury AUTO LIABILITY (including) $1,000,000 Combined Single Limit 1. Owned 2. Hired and Non-Owned 3. Rented/Leased WORKERS'S COMPENSATION Statutory and complies with Part 11 (All States Endorsement if Company is of this Attachment. not domiciled in Texas) Employers Liability $500,000/$500,000/$500,000 CYBER LIABILITY COVERAGE $1,000,000 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. 11. 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- Vil. 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. 2016 Insurance Requirements Purchasing -Strategic Planning Dashboard Maintenance 10/19/2016 my Risk Management Attachment D - Warranty There are no required warranties associated with this Agreement. CERTIFICATE OF INTERESTED PARTIES FORM 1295 loll Complete Nos.1-4 and 6 if there are interested parties. OFFICE Complete Nos. 1,2,3,5, and 6 if there are no interested parties. CERTIFICATION OF FILING I Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. Brio Set-vices, LLC d/b/a Brio Consulting, LLC 2017-282247 Houston, TX United States Date Filed:. Z Name of governmental entity or state agency that is a party to the contract for which 11/09/2017 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 tinder file contract. SA946 City Performance Reporting System 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Wehmeyer, Mark Orlando, FL United States X Let-tier, Nancy Houston, TX United States X 5 Check only if there is NO Interested Party. 6 AFFIDAVIT I sweat',or affirrit, under penalty of pet-jury, that the above disclosure is true and correct. iumpus t-,J ry p U ID I i C, Svatrt of 1'eXis 18-2020 oryllj, f_ypiro t4o,Wry fD f 018 8 600 Signature of auagent of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE Sworn to and subscribed before me,by the said _wwthis the /a day of 20 17 ,to certify which,witness rriy hand and seal of office. 1()4'r- Signature of officer administering oath Printed name of officer administering oath Title of officer) ministering oath Forms provided by Texas Ethics Commission ww\,v,ethics.state.tx.us Version V1.0-3337 .......... The City Performance Report (CPR) Council Presentation December 12, 2017 CPR = A Web Page Providing an Overview of Each Department • Transparency & accountability for performance • A separate page for each City Department CPR Home Page 1852 City Performance Reporting (CPR) Providing transparency and accountability for performance ,ss or, CP, pa, CFR pa, Message from City Manager Margie C. Rose A CPR Page Has 3 Sections Operational Profile Brief department characteristics and operating conditions Baseline Information 4 years of data showing trends in various aspects of operations or operating conditions Performance Indicators Measures are built around "goals" that express objectives of Mission Elements Department Mission Statement Operational Profile Baseline information Performance indicators Gczi , 2018-20, ON LINE LIVE CPR DEMO Qualification - This is a work in progress nearing completion • Although the CPR framework is established, we are currently working with each department to populate and finalize the data • In the near future, a link to the new CPR will be placed on the City's Web Site to make it easily accessible to the public Department Airport Mission Statement SAMPLE SCREEN SHOT - Top Provide access to air transportation and aeronautical services Operational Profile based aircraft: 61 Major Airlines: 3 RAC brands: 7 Sq footage main terminal: 155,000 FB0s: 2 On -airport business entities: 37 Runways: 2 SAMPLE SCREEN SHOT: Middle Baseline Information Full-time employees Tota expenditures Total revenues Airline cost per enplanernent Total passenger enpianement Cargo (1,Os) Total :4: all aircraft arrvals and departures Rental car transaction days FY 2016-2017 FY 2015-2016 FY 2014-2015 FY 2013-2014 82 OL ,-, 82 8? $9,822,183 $7,713,624 37,294„414 56,172,475 58,469,342 88,089,351 58,207,733 57,870.259 57.46 $6.60 $6.58 $6.34 335,795 342470 351358 561,792 545878 441,249 585,685 555,724 90,532 77951 67,191 74,200 255,951 270,965 281,438 316,543 Performance Indicators Mission Element Maintain all city owned facilities on airport property Manage all airport operations Manage all leased property within the airport perimeter Plan and develop expansion of the airport. SAMPLE SCREEN SHOT Bottom Goal Cost effectively maintain all pavement surfaces on the airport To cost effectively niaintain City owned facilities Provide a sate and secure airfield environment in order to conduct air carrier, military, general aviation, and air cargo operations Ensure compliance with local, state and federal requirements for leasing and tenancy of property and facilities on the airport Implementation of approved Airport Capital Improvement Program Measure Monthay V 2017 e Target Value % of pavement surface airside above PCI > 95 98% of 60 % of pavement surface landside above Li 60 103c PCI of 50 0,1 of maintenance costs spent on L 50 N/A proactive maintenance of airfield inspection discrepancies vs. s 10 1 82% total inspection points 9'6 of leasable airsidellandside space L 75 being leased of project completion = 100 100% SC o� � AGENDA MEMORANDUM Future Item for the City Council Meeting of December 12, 2017 NORPOfl PE 1852 Action Item for the City Council Meeting of December 19, 2017 DATE: December 4, 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: Andres Leal, Jr., P. E., Director of Street Operations andyl@cctexas.com (361) 826-1957 Jeffrey H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Resolution Approving Street Preventative Maintenance Program (SPMP) 2018 SPMP Work Plan (Year—5) CAPTION: Resolution approving the concepts, direction, and general work plan for the fifth year of the Street Preventative Maintenance Program (SPMP)— "2018 SPMP Work Plan (Year- 5)." PURPOSE: The purpose of this agenda item is for City Council to approve a Resolution in support of the 2018 SPMP Work Plan (Year- 5). BACKGROUND AND FINDINGS: The initial selection criterion for streets included in the 2018 SPMP Work Plan (Year— 5) was based on the Pavement Condition Index (PCI) scores for streets. Work was distributed among Council Districts in an equitable method based on maintenance needs to extend street life, improve performance and delay street reconstruction. Next, the work plan considered allocating available resources among residential, collector and arterial streets based on the most urgent need. Residential streets were then evaluated by neighborhood and work was further distributed based on the need for either overlay or seal coat treatment. ALTERNATIVES: 1. Approve the Resolution as proposed. 2. Approve the Resolution with modifications. 3. Do not approve the Resolution. OTHER CONSIDERATIONS: None. CONFORMITY TO CITY POLICY: Resolution complies with City Charter's requirements for approval of resolutions. EMERGENCY/ NON-EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Street Operations Department FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑Capital X Not applicable Fiscal Years Development Construction Option TOTALS 2016 -2017 Year One Line Item Budget Encumbered/Expended Amount Future Anticipated Expenditures BALANCE Fund(s): Street Fund Comments: None. RECOMMENDATION: Approval of the Resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution EXHIBIT A-Alphabetical Street Listing —2018 SPMP Work Plan (Year—5) Council District List—2018 SPMP Work Plan (Year—5) City Seal Coat Work Plan - 2018 Presentation Location Map Resolution approving the concepts, direction, and general work plan for the fifth year of the Street Preventative Maintenance Program (SPMP) — "2018 SPMP Work Plan (Year- 5)." WHEREAS, on June 25, 2013, by Ordinance No. 029876 and Ordinance No. 029877, the City Council (a) established a Street Preventative Maintenance Program (SPMP) and Street Maintenance Fee (SMF); and (b) established policies, rates, and methodologies for the SPMP and SMF, respectively, and amended and codified the two ordinances under Sections 10 through 20 of Ordinance No. 029917; WHEREAS, under the "Definitions" section of the above Ordinances (a) Director means the City Manager or designee; (b) Street Preventative Maintenance Program (SPMP) means the street preventative maintenance program, as amended from time to time, funded by the Street Maintenance Fee; and (c) Street System means the structures, streets, rights-of-way, bridges, alleys, and other facilities within city limits that are dedicated to the use of vehicular traffic; the maintenance and repair of those facilities; and the operation and administration of such maintenance and repair under the Street Preventative Maintenance Program; WHEREAS, Section 11 of Ordinance No. 029877, titled "Rules," provides that the Director is responsible for administration of the SPMP and SMF, developing all rules and procedures necessary to administer the SPMP and SMF, developing all maintenance programs, and establishing Street System criteria and standards for the operation and maintenance of the Street System; WHEREAS, pursuant to the"Rules", staff developed certain concepts, direction, selection criteria, and a general work plan for the initial year of the SPMP (the 2014 SPMP Work Plan (Year - 1)), which was approved for implementation on December 17, 2013, by Resolution No. 030046; WHEREAS, staff now presents for approval the 2018 SPMP Work Plan (Year- 5); NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Council approves of, supports, and directs staff to proceed with implementing the concepts, direction, selection criteria, and general work plan for the fifth year of the Street Preventative Maintenance Program (SPMP) referred to as the "2018 SPMP Work Plan (Year- 5)." The 2018 SPMP Work Plan (Year- 5) is attached as Exhibit A hereto. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor 1 Corpus Christi, Texas of 12017 The above resolution was passed by the following vote: Rudy Garza Paulette Guajardo Michael Hunter Debbie Lindsey-Opel Joe McComb Ben Molina Lucy Rubio Greg Smith Carolyn Vaughn 2 EXHIBIT A 2018 SPMP WORK PLAN(YEAR-5) Alphabetical Street Listing 14000 OVERLAY ALT AIRLINE WILLIAMS DR PADRE ISLAND DR ARTERIAL 69 3 638 67 4,746 14000 OVERLAY ALT AIRLINE WILLIAMS DR PADRE ISLAND DR ARTERIAL 69 5 638 67 4,746 20300 OVERLAY ALAMEDAS CARMELS CARMELN ARTERIAL 59 4 125 62 861 20400 OVERLAY ALAMEDAS CARMELN MIRAMAR ARTERIAL 59 4 310 62 2,136 20500 OVERLAY ALAMEDAS MIRAMAR CORAL ARTERIAL 59 4 280 62 1,929 20600 OVERLAY ALAMEDAS CORAL BARRACUDA ARTERIAL 59 4 290 62 1,998 20700 OVERLAY ALAMEDAS BARRACUDA BARRACUDA ARTERIAL 59 4 60 62 413 20704 OVERLAY ALAMEDA S BARRACUDA DOLPHIN ARTERIAL 59 4 240 62 1,653 20800 OVERLAY ALAMEDA S DOLPHIN DOLPHIN ARTERIAL 59 4 85 62 586 20804 OVERLAY ALAMEDAS DOLPHIN DRIFTWOOD ARTERIAL 59 4 200 62 1,378 22600 SEALCOAT ALT ALAMEDAS ROSSITER TEXAN TR ARTERIAL 71 2 465 61 3,152 22600 SEALCOAT ALT ALAMEDAS ROSSITER TEXAN TR ARTERIAL 71 4 465 61 3,152 26100 OVERLAY ALAMEDAS MARY MARGUERITE COLLECTOR 59 1 300 36 1,200 26200 OVERLAY ALAMEDA S MARGUERITE AGNES COLLECTOR 59 1 305 36 1,220 26300 OVERLAY ALAMEDA S AGNES LAREDO COLLECTOR 59 1 330 37 1,357 39000 OVERLAY ALT ANTELOPE STAPLES N ALAMEDA N COLLECTOR 66 1 360 38 1,520 39100 OVERLAY ALT ANTELOPE ALAMEDA N SAM RANKIN COLLECTOR 66 1 360 38 1,520 39200 OVERLAY ALT ANTELOPE SAM RANKIN JOSEPHINE COLLECTOR 66 1 360 38 1,520 39300 OVERLAY ALT ANTELOPE JOSEPHINE ON RAMP COLLECTOR 66 1 265 38 1,119 40850 SEALCOAT ALT AQUAMARINE DR AMETHYST DR TOPAZ CT LOCAL 80 5 235 24 627 40852 SEALCOAT ALT AQUAMARINE DR TOPAZCT GARNETCT LOCAL 80 5 250 24 667 40853 SEALCOAT ALT AQUAMARINE DR GARNET CT SAPPHIRE CT LOCAL 80 5 250 24 667 40854 SEALCOAT ALT AQUAMARINE DR SAPPHIRE CT AMETRINE DR LOCAL 80 5 140 24 373 44900 SEALCOAT ALT ARISTOCRAT WALDRON RD AIRDOME LOCAL 77 4 1,340 24 3,573 60350 SEALCOAT BACKSIDE DR FRONTSIDE DR BACKSIDE DR LOCAL 84 4 855 24 2,280 64704 OVERLAY BALDWIN CLEO CLEO ARTERIAL 57 1 65 58 419 64704 OVERLAY BALDWIN CLEO CLEO ARTERIAL 57 2 65 58 419 64800 OVERLAY BALDWIN CLEO SARITA ARTERIAL 57 1 133 58 854 64800 OVERLAY BALDWIN CLEO SARITA ARTERIAL 57 2 133 58 854 64804 OVERLAY BALDWIN SARITA SARITA ARTERIAL 57 1 18 58 113 64804 OVERLAY BALDWIN SARITA SARITA ARTERIAL 57 2 18 58 113 77150 SEALCOAT BEAU TERRE CT STRASBOURG DR DEAD END LOCAL 76 5 665 24 1,773 77175 SEALCOAT BEAU TERRE DR STRASBOURG DR BEAUVAIS DR LOCAL 76 5 525 24 1,400 86800 OVERLAY ALT BEVECREST ST AYERSST KAYCREST ST LOCAL 69 3 430 36 1,720 86900 OVERLAY ALT BEVECREST ST KAYCREST ST SHAROLYN ST LOCAL 69 3 215 36 860 87000 OVERLAY ALT BEVECRESTST SHAROLYN ST CINDIA ST LOCAL 69 3 220 36 880 87100 OVERLAY ALT BEVECREST ST CINDIA ST BEVERCREST CIR LOCAL 69 3 90 36 360 87200 OVERLAY ALT BEVECREST ST BEVERCREST CIR PERSIMMON ST LOCAL 69 3 160 36 640 87300 OVERLAY ALT BEVECREST ST PERSIMMON ST BARONS ST LOCAL 69 3 120 24 320 87400 OVERLAY ALT BEVECREST ST BARONSST BEARDMORE ST LOCAL 69 3 255 24 680 90200 SEALCOAT BIRMINGHAM AIRLINE LYONS LOCAL 83 5 1,100 24 2,933 100800 SEALCOAT ALT BLUNDELL MCARDLE MANSHEIM LOCAL 75 3 660 25 1,833 100900 SEALCOAT ALT BLUNDELL MANSHEIM SUNNYBROOK LOCAL 75 3 660 25 1,833 102050 SEALCOAT ALT BOAR THICKET DR CEDAR BRUSH DR TRAIL CREEK DR LOCAL 83 5 220 24 587 102051 SEALCOAT ALT BOAR THICKET DR TRAIL CREEK DR WHITE DOVE DR LOCAL 83 5 305 24 813 102052 SEALCOAT ALT BOAR THICKET DR WHITE DOVE DR BUSH CREEK DR LOCAL 83 5 265 24 707 102075 SEALCOAT BOARDWALK AV ORIENTALAV TOWER DR LOCAL 79 5 265 24 707 102076 SEALCOAT BOARDWALK AV TOWER DR TIMBERGATE DR LOCAL 79 5 315 24 840 102077 SEALCOAT BOARDWALK AV TIMBERGATE DR STONEHENGE DR LOCAL 79 5 915 24 2,440 102078 SEALCOAT BOARDWALK AV STONEHENGE DR TAPESTRY DR LOCAL 79 5 900 24 2,400 102079 SEALCOAT BOARDWALK AV TAPESTRY DR NATCHEZ DR LOCAL 79 5 290 24 773 104450 SEALCOAT BON SOIR DR ALLIER ST STRASBOURG DR LOCAL 81 5 375 24 1,000 104451 SEALCOAT BON SOIR DR STRASBOURG DR DUSEOBOC DR LOCAL 81 5 160 24 427 104452 SEALCOAT BON SOIR DR DUSEOBOC DR DEAD END LOCAL 81 5 540 24 1,440 113001 SEALCOAT BRATTON RD AARON DR SUMMERTIME LOCAL 74 5 430 36 1,720 113003 SEALCOAT BRATTON RD SUMMERTIME WINDY WAY LOCAL 74 5 255 36 1,020 113005 SEALCOAT BRATTON RD WINDY WAY SPRING WIND LOCAL 74 5 270 36 1,080 113007 SEALCOAT BRATTON RD SPRING WIND WEST WIND LOCAL 74 5 270 36 1,080 113009 SEALCOAT BRATTON RD WEST WIND ANASTASIA LOCAL 74 5 270 36 1,080 113010 SEALCOAT BRATTON RD ANASTASIA SUMMER WIND LOCAL 74 5 270 36 1,080 113011 SEALCOAT BRATTON RD SUMMER WIND WEBER LOCAL 74 5 315 36 1,260 12/4/2017 1 EXHIBIT A 2018 SPMP WORK PLAN(YEAR-5) Alphabetical Street Listing 118600 OVERLAY BRENTWOOD NORTON BRAWNER S LOCAL 59 2 1,560 24 4,160 136700 OVERLAY BUDDY LAWRENCE ANTELOPE LEOPARD ST COLLECTOR 61 1 650 18 1,300 139000 SEALCOAT ALT BUFORD CROSSTOWN EXPWY FIFTEENTH LOCAL 75 1 335 36 1,340 139100 SEALCOAT ALT BUFORD FIFTEENTH FOURTEENTH LOCAL 75 1 340 24 907 139200 SEALCOAT ALT BUFORD FOURTEENTH BROWNLEE LOCAL 75 1 340 24 907 144900 SEALCOAT BURTON LN CURTIS CLARK WILLIAMS DR LOCAL 75 3 660 24 1,760 150855 SEALCOAT CALGARY DR MANITOULIN ISLA SASKATCHEWAN DR LOCAL 78 4 270 24 720 150856 SEALCOAT CALGARY DR SASKATCHEWAN DR LAS BRISAS ST LOCAL 78 4 535 24 1,427 150857 SEALCOAT CALGARY DR LAS BRISAS ST CALGARY CT LOCAL 78 4 515 24 1,373 150858 SEALCOAT CALGARY DR CALGARY CT NORTH OSO PARKWAY LOCAL 78 4 365 24 973 164000 SEALCOAT CARAVELLE PKWY WEBER RD LIPTONSHIRE LOCAL 75 3 1,310 52 7,569 179500 OVERLAY CASA LINDA CASA ROSA CASA DE AMIGO LOCAL 58 2 280 24 747 179600 OVERLAY CASA LINDA CASA DE AMIGO NORTON LOCAL 58 2 275 24 733 179800 OVERLAY CASA ROSA CASA GRANDE CASA LINDA LOCAL 62 2 880 24 2,347 180000 OVERLAY CASA VERDE CASA BLANCA NORTON LOCAL 55 2 820 24 2,187 186250 SEALCOAT CEDAR HOLLOW CT QUAIL RUN DR DEAD END LOCAL 71 5 490 24 1,307 187900 SEALCOAT CEDAR PASS DR EVERHART RD EDGEBROOK COLLECTOR 79 5 170 36 680 188000 SEALCOAT CEDAR PASS DR EDGEBROOK WINROCK LN COLLECTOR 79 5 285 36 1,140 188100 SEALCOAT CEDAR PASS DR WINROCK LN PRAIRIE DR COLLECTOR 79 5 720 36 2,880 188200 SEALCOAT CEDAR PASS DR PRAIRIE DR FRUITWOOD DR COLLECTOR 79 5 940 36 3,760 188300 SEALCOAT CEDAR PASS DR FRUITWOOD DR SMOKEWOOD DR COLLECTOR 79 5 265 36 1,060 188400 SEALCOAT CEDAR PASS DR SMOKEWOOD DR SUN WOOD DR COLLECTOR 79 5 250 36 1,000 188500 SEALCOAT CEDAR PASS DR SUN WOOD DR RIDGE STONE COLLECTOR 79 5 420 36 1,680 200900 OVERLAY CHIMNEY ROCK HORSESHOE HEMLOCK LOCAL 54 1 270 24 720 201000 OVERLAY CHIMNEY ROCK HEMLOCK BANDERA LOCAL 54 1 265 24 707 201100 OVERLAY CHIMNEY ROCK BANDERA SUNDOWN LOCAL 54 1 265 24 707 201200 OVERLAY CHIMNEY ROCK SUNDOWN FRONTIER LOCAL 54 1 270 24 720 202200 OVERLAY CHIPPEWA ELEANOR OSAGE LOCAL 64 1 270 34 1,020 202300 OVERLAY CHIPPEWA OSAGE MOHAWK LOCAL 64 1 350 24 933 202400 OVERLAY CHIPPEWA MOHAWK CHEYENNE LOCAL 64 1 350 24 933 202500 OVERLAY CHIPPEWA CHEYENNE VIRGINIA LOCAL 64 1 350 24 933 202600 OVERLAY CHIPPEWA VIRGINIA HIAWATHA LOCAL 64 1 320 24 853 202700 OVERLAY CHIPPEWA HIAWATHA SHAWNEE LOCAL 64 1 275 24 733 202800 OVERLAY CHIPPEWA SHAWNEE PUEBLO LOCAL 64 1 275 24 733 207600 OVERLAY CINNAMON OAK STILL BROOK KNOTTY OAK LOCAL 63 5 430 24 1,147 207700 OVERLAY CINNAMON OAK KNOTTY OAK LONG CREEK LOCAL 63 5 270 24 720 207800 OVERLAY CINNAMON OAK LONG CREEK SCOTCH MOSS LOCAL 63 5 420 24 1,120 207900 OVERLAY CINNAMON OAK SCOTCH MOSS CRICKET HOLLOW LOCAL 63 5 275 24 733 219300 OVERLAY COBO DE SARA PORT ROYAL KING PHILLIP LOCAL 58 4 300 24 800 219400 OVERLAY COBO DE SARA KING PHILLIP QUEEN JOHANNA LOCAL 58 4 305 24 813 219500 OVERLAY COBO DE SARA QUEEN JOHANNA CARLOS FIFTH LOCAL 58 4 310 24 827 219600 OVERLAY COBO DE SARA CARLOS FIFTH TESORO LOCAL 58 4 1,770 24 4,720 1073000 OVERLAY COLE SR BROWNLEE ALAMEDA LOCAL 78 2 585 14 910 1073100 OVERLAY COLE SR ALAMEDA LAWNVIEW LOCAL 78 2 810 12 1,080 1073200 OVERLAY COLE SR LAWNVIEW SANTA FE LOCAL 78 2 530 12 707 225000 OVERLAY COLORADO MISSION FRIO LOCAL 59 3 500 24 1,333 248900 SEALCOAT CREST ELM CRESTHAVEN CRESTFORREST LOCAL 73 3 405 24 1,080 252300 OVERLAY CRESTOAK CRESTHAVEN CRESTFORREST LOCAL 60 3 405 24 1,080 252400 OVERLAY CREST PARK CRESTHILL DEAD END S LOCAL 56 3 295 36 1,180 251100 OVERLAY CRESTLEA DR CRESTTERRACE DR CRESTTERRACE DR LOCAL 58 3 700 24 1,867 251200 OVERLAY CRESTLEA DR CRESTTERRACE DR CAMARGO DR LOCAL 58 3 165 24 440 256750 SEALCOAT ALT CROSS RIVER DR RED RIVER DR PENTRIDGE DR LOCAL 78 1 265 24 707 256753 SEALCOAT ALT CROSS RIVER DR PENTRIDGE DR CHANTILLY DR LOCAL 78 1 270 24 720 256756 SEALCOAT ALT CROSS RIVER DR CHANTILLY DR DEAD END LOCAL 78 1 180 24 480 259100 OVERLAY CUB ST VIRGINIA POST LOCAL 65 3 710 28 2,209 270600 OVERLAY DEFORREST REID DR ALAMEDA S LOCAL 61 2 770 24 2,053 276000 SEALCOAT ALT DEMA TALMADGE HERMINE LOCAL 84 4 300 19 633 276100 SEALCOAT ALT DEMA HERMINE STONE LOCAL 84 4 630 19 1,330 280500 SEALCOAT ALT DEWITT TALMADGE HERMINE LOCAL 83 4 345 19 728 280600 SEALCOAT ALT I DEWITT HERMINE STONE LOCAL83 4 585 19 1,235 306000 OVERLAY EIGHTEENTH AYERS ISABEL LOCAL 60 2 265 36 1,060 12/4/2017 2 EXHIBIT A 2018 SPMP WORK PLAN(YEAR-5) Alphabetical Street Listing 306006 OVERLAY EIGHTEENTH ISABEL ISABEL LOCAL 60 2 100 36 400 308800 SEALCOAT ELDERBERRY WHITE BIRD BLUE WATER LOCAL 83 3 775 36 3,100 309700 OVERLAY ELEANOR RUTH MARY LOCAL 68 1 890 24 2,373 309800 OVERLAY ELEANOR MARY AGNES LOCAL 68 1 425 24 1,133 320700 SEALCOAT ENNIS JOSLIN PADRE ISLAND DR DEAD END S ARTERIAL 75 4 1,365 56 8,493 330500 OVERLAY EVERHART RD CEDAR PASS DR DELWOOD ST ARTERIAL 59 5 320 58 2,062 330600 OVERLAY EVERHART RD DELWOOD ST SILVER RIDGE ARTERIAL 59 5 355 58 2,288 344100 OVERLAY FLOUR BLUFF DR GLENOAK TATES CREEK DR ARTERIAL 67 4 2,105 23 5,379 344106 OVERLAY FLOUR BLUFF DR TATES CREEK DR PURDUE ARTERIAL 67 4 530 23 1,354 351000 OVERLAY FRANCESCA HIGHLAND CHIPPEWA LOCAL 57 1 505 36 2,020 363050 SEALCOAT GARNET CT AQUAMARINE DR D E (N) LOCAL 75 5 500 24 1,333 366400 OVERLAY GLASGOW DR TIMBERGATE DR INVERNESS DR COLLECTOR 60 5 275 36 1,100 366500 OVERLAY GLASGOW DR INVERNESS DR TARTAN CIR COLLECTOR 60 5 275 36 1,100 366600 OVERLAY GLASGOW DR TARTAN DR CROMWELL DR COLLECTOR 60 5 315 36 1,260 366700 OVERLAY GLASGOW DR CROMWELL DR EDINBURG DR COLLECTOR 60 5 265 36 1,060 366800 OVERLAY GLASGOW DR EDINBURG DR MILL WOOD DR COLLECTOR 60 5 255 36 1,020 366900 OVERLAY GLASGOW DR MILL WOOD DR PEPPER MILL DR COLLECTOR 60 5 250 36 1,000 367000 OVERLAY GLASGOW DR PEPPER MILL DR RIDGE STONE COLLECTOR 60 5 660 36 2,640 372575 SEALCOAT GOLD STAR DR WOOLDRIDGE RD WHITE STAR DR LOCAL 83 4 850 24 2,267 372577 SEALCOAT GOLD STAR DR WHITE STAR DR BLUE STAR LOCAL 83 4 250 24 667 372800 SEALCOAT GOLLA LINDA GALE LOCAL 73 1 1,190 24 3,173 380725 SEALCOAT GOSHEN CT BARNARD DR DEAD END LOCAL 71 5 310 24 827 383300 OVERLAY GRANDJUNCTION WAPENTATE DR VALOR DR COLLECTOR 64 5 425 36 1,700 383304 OVERLAY GRANDJUNCTION VALOR DR ELBA CT COLLECTOR 64 5 400 36 1,600 383308 OVERLAY GRANDJUNCTION ELBA CT SANDERS DR COLLECTOR 64 5 1,060 36 4,240 383312 OVERLAY GRANDJUNCTION SANDERS DR EVERHART RD COLLECTOR 64 5 1,330 40 5,911 393700 SEALCOAT GREENWOOD WEST POINT SYCAMORE ARTERIAL 72 3 450 56 2,800 393800 SEALCOAT GREENWOOD SYCAMORE MADRID ARTERIAL 72 3 115 56 716 393900 SEALCOAT GREENWOOD MADRID BIRCH ARTERIAL 72 3 155 56 964 394000 SEALCOAT GREENWOOD BIRCH VALENCIA ARTERIAL 72 3 115 56 716 394100 SEALCOAT GREENWOOD VALENCIA HEMLOCK ARTERIAL 72 3 140 56 871 394200 SEALCOAT GREENWOOD HEMLOCK BARCELONA ARTERIAL 72 3 130 56 809 394300 SEALCOAT GREENWOOD BARCELONA HICKORY ARTERIAL 72 3 135 56 840 394400 SEALCOAT GREENWOOD HICKORY SEVILLE ARTERIAL 72 3 120 56 747 394500 SEALCOAT GREENWOOD SEVILLE BOISDARC ARTERIAL 72 3 145 56 902 394600 SEALCOAT GREENWOOD BOISDARC TROJAN ARTERIAL 72 3 165 56 1,027 394700 SEALCOAT GREENWOOD TROJAN PADRE ISLAND DR ARTERIAL 72 3 1,155 56 7,187 405400 OVERLAY HAMPTON BROCKHAMPTON KENNSINGTON CT LOCAL 56 5 255 24 680 405500 OVERLAY HAMPTON KENNSINGTON CT HALFPENNY LOCAL 56 5 545 24 1,453 405600 OVERLAY HAMPTON HALFPENNY DUNBARTON OAK LOCAL 56 5 265 24 707 420200 OVERLAY HEAVENSGATE TIMBERGATE LOSTGATE LOCAL 59 5 255 24 680 420300 OVERLAY HEAVENSGATE LOSTGATE CROSSGATE SOUTH LOCAL 59 5 550 24 1,467 420400 OVERLAY HEAVENSGATE CROSSGATE SOUTH WOODGATE LOCAL 59 5 120 24 320 420500 OVERLAY HEAVENSGATE WOODGATE GATERIDGE LOCAL 59 5 290 24 773 420600 OVERLAY HEAVENSGATE GATERIDGE CROSSRIDGE LOCAL 59 5 290 24 773 427300 OVERLAY ALT HIAWATHA HURON CHIPPEWA LOCAL 70 1 640 24 1,707 427400 OVERLAY ALT HIAWATHA CHIPPEWA BALDWIN LOCAL 70 1 600 27 1,800 430750 SEALCOAT ALT HILL COUNTRY LN MC KINZIE ROBBY LOCAL 83 1 660 24 1,760 442000 SEALCOAT ALT HORNE RD PORT CROSSTOWN EXPWY ARTERIAL 83 2 188 56 1,167 442000 SEALCOAT ALT HORNE RD PORT CROSSTOWN EXPWY ARTERIAL 83 3 188 56 1,167 442100 SEALCOAT ALT HORNE RD CROSSTOWN EXPWY VITEMB ARTERIAL 83 2 155 56 964 442100 SEALCOAT ALT HORNE RD CROSSTOWN EXPWY VITEMB ARTERIAL 83 3 155 56 964 442200 SEALCOAT ALT HORNERD VITEMB RAMBLER ARTERIAL 83 2 65 56 404 442200 SEALCOAT ALT HORNE RD VITEMB RAMBLER ARTERIAL 83 3 65 56 404 443900 OVERLAY HORSE SHOE DR MCKINZIE CHIMNEY ROCK LOCAL 55 1 720 24 1,920 444000 OVERLAY HORSE SHOE DR CHIMNEY ROCK ALLEY#1 H F LOCAL 55 1 145 24 387 444100 OVERLAY HORSE SHOE DR ALLEY#1 H F WIND ROCK LOCAL 55 1 180 24 480 444200 OVERLAY HORSE SHOE DR WIND ROCK ALLEY#2 H F LOCAL 55 1 145 24 387 444300 OVERLAY HORSE SHOE DR ALLEY#2 H F SILVERSPUR LOCAL 55 1 145 24 387 444400 OVERLAY HORSESHOE DR SILVERSPUR BRAMBLE BUSH LOCAL 55 1 280 24 747 444500 OVERLAY HORSE SHOE DR BRAMBLE BUSH BLUE GRASS LOCAL 55 1 280 24 747 12/4/2017 3 EXHIBIT A 2018 SPMP WORK PLAN(YEAR-5) Alphabetical Street Listing 444600 OVERLAY HORSE SHOE DR BLUE GRASS TUMBLEWEED LOCAL 55 1 280 24 747 444700 OVERLAY HORSE SHOE DR TUMBLEWEED ROCKWOOD LOCAL 55 1 250 24 667 468400 OVERLAY JORDAN RHINE YUKON LOCAL 58 5 955 24 2,547 473800 SEALCOAT KENITH CIR STAPLES LOST CREEK LOCAL 77 5 540 24 1,440 473900 SEALCOAT KENITH CIR LOST CREEK DEAD END W LOCAL 77 5 150 24 400 499300 OVERLAY LAKE BOLSENA OSO PARKWAY BLD MORITZ LAKE LOCAL 63 5 425 24 1,133 499400 OVERLAY LAKE BOLSENA MORITY LAKE GRAND LAKE LOCAL 63 5 760 24 2,027 511900 SEALCOAT LAREDO ST SIXTEENTH SEVENTEENTH ARTERIAL 82 1 300 41 1,367 512000 SEALCOAT LAREDO ST SEVENTEENTH EIGHTEENTH ARTERIAL 82 1 485 41 2,209 512100 SEALCOAT LAREDO ST EIGHTEENTH NINETEENTH ARTERIAL 82 1 275 41 1,253 512200 SEALCOAT LAREDO ST NINETEENTH TWENTIETH ARTERIAL 82 1 360 41 1,640 512300 SEALCOAT LAREDO ST TWENTIETH TWENTY FIRST(AGNES) ARTERIAL 82 1 850 31 2,928 526300 OVERLAY LEOPARD N NAVIGATION HIGH STARR DR ARTERIAL 58 1 550 30 1,833 526400 OVERLAY LEOPARD N HIGH STARR DR SUN BELT DR ARTERIAL 58 1 845 30 2,817 526405 OVERLAY LEOPARD N SUN BELT DR JAMISON ST ARTERIAL 58 1 400 30 1,333 526500 OVERLAY LEOPARD N 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275 36 1,100 599400 OVERLAY MIDDLECOFF COODY DR EVERHART RD COLLECTOR 68 5 720 36 2,880 604200 OVERLAY MISSION RIO GRANDE COLORADO LOCAL 62 3 245 24 653 604300 OVERLAY MISSION COLORADO SABINAL LOCAL 62 3 250 24 667 604400 OVERLAY MISSION SABINAL FRIO LOCAL 62 3 495 24 1,320 610500 OVERLAY MONTEREAU ST TROPEZ CALAIS LOCAL 55 5 270 24 720 610600 OVERLAY MONTEREAU CALAIS BRINE LOCAL 55 5 135 24 360 610700 OVERLAY MONTEREAU BRINE AVIGNON LOCAL 55 5 135 24 360 610800 OVERLAY MONTEREAU AVIGNON BELLAC LOCAL 55 5 270 24 720 610900 OVERLAY MONTEREAU BELLAC ST DENIS LOCAL 55 5 270 24 720 611000 OVERLAY MONTEREAU ST DENIS GRENOBLE LOCAL 55 5 280 24 747 611300 SEALCOAT MONTERREY ROPES DEAD END E LOCAL 72 4 805 26 2,326 611850 SEALCOAT MONTSERRAT DR GINGERBERRY DR SHAYAN LOCAL 72 5 290 24 773 611851 SEALCOAT MONTSERRAT DR SHAYAN ARYAN LOCAL 72 5 290 24 773 617900 SEALCOAT MORGAN PORT AVE BRIGHT ARTERIAL 82 1 360 58 2,320 618000 SEALCOAT MORGAN BRIGHT ELGIN ARTERIAL 82 1 285 58 1,837 618100 SEALCOAT MORGAN ELGIN VERBENA ARTERIAL 82 1 230 58 1,482 618200 SEALCOAT MORGAN VERBENA SABINAS ARTERIAL 82 1 250 58 1,611 618300 SEALCOAT MORGAN SABINAS ESPINOSA ARTERIAL 82 1 250 58 1,611 618400 SEALCOAT MORGAN ESPINOSA ROSEWOOD ARTERIAL 82 1 545 58 3,512 618500 SEALCOAT MORGAN ROSEWOOD OSAGE ARTERIAL 82 1 450 58 2,900 618600 SEALCOAT MORGAN OSAGE BALDWIN ARTERIAL 82 1 225 58 1,450 618700 OVERLAY MORGAN BALDWIN MOHAWK ARTERIAL 62 2 70 58 451 618800 OVERLAY MORGAN MOHAWK CHEYENNE ARTERIAL 62 2 355 58 2,288 618900 OVERLAY MORGAN CHEYENNE VIRGINIA ARTERIAL 62 2 370 58 2,384 619000 OVERLAY MORGAN VIRGINIA HIAWATHA ARTERIAL 62 3 355 58 2,288 619100 OVERLAY MORGAN HIAWATHA SHAWNEE ARTERIAL 62 3 280 58 1,804 619200 OVERLAY MORGAN SHAWNEE PUEBLO ARTERIAL 62 3 285 58 1,837 619300 OVERLAY MORGAN PUEBLO BALBOA ARTERIAL 62 3 280 58 1,804 619400 OVERLAY MORGAN BALBOA GUATEMOZIN ARTERIAL 62 3 505 58 3,254 619500 OVERLAY MORGAN GUATEMOZIN VERA CRUZ ARTERIAL 62 3 435 57 2,755 629250 SEALCOAT MYSTIC STAR DR 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OVERLAY OCEAN DR(W) DODDRIDGE ROPES ARTERIAL 55 4 1,770 30 5,900 679986 OVERLAY OCEAN DR(W) ROPES SINCLAIR ARTERIAL 55 4 915 30 3,050 680023 OVERLAY OCEAN DR(W) SINCLAIR ROSSITER ARTERIAL 55 4 915 30 3,050 680060 OVERLAY OCEAN DR(W) ROSSITER OCEAN WAY ARTERIAL 55 4 660 30 2,200 680097 OVERLAY OCEAN DR(W) OCEAN WAY SEA VIEW ARTERIAL 55 4 270 30 900 680133 OVERLAY OCEAN DR(W) SEA VIEW ALTA PLAZA ARTERIAL 55 4 255 30 850 692600 SEALCOAT ORLEANS LOMBARDY SUSSEX LOCAL 78 4 260 24 693 692700 SEALCOAT ORLEANS SUSSEX SAXONY LOCAL 78 4 250 24 667 692800 SEALCOAT ORLEANS SAXONY BURGUNDY LOCAL 78 4 440 24 1,173 692900 SEALCOAT ORLEANS BUGUNDY DORCHESTER LOCAL 78 4 250 24 667 693000 SEALCOAT ORLEANS DORCHESTER WINDMERE LOCAL 78 4 120 24 320 693100 SEALCOAT ORLEANS WINDMERE BRIGHTON LOCAL 78 4 130 24 347 693200 SEALCOAT ORLEANS BRIGHTON VERSAILLES LOCAL 78 4 250 24 667 734000 OVERLAY ALT PHARAOH ENNIS JOSLIN RD SAND PIPER N DR LOCAL 59 4 395 24 1,053 736200 OVERLAY PINE CORTEZ HAVANA LOCAL 56 1 250 24 667 736300 OVERLAY PINE HAVANA BALBOA LOCAL 56 1 125 24 333 736400 OVERLAY PINE BALBOA PUEBLO LOCAL 56 1 210 24 560 736500 OVERLAY PINE PUEBLO PUEBLO LOCAL 56 1 115 24 307 736505 OVERLAY PINE PUEBLO SHAWNEE LOCAL 56 1 215 24 573 738100 SEALCOAT ALT PLAYER SARATOGA RD MEANDERING COLLECTOR 85 5 495 36 1,980 738200 SEALCOAT ALT PLAYER MEANDERING WINGFOOT COLLECTOR 85 5 290 36 1,160 738300 SEALCOAT ALT PLAYER WINGFOOT MIDDLECOFF COLLECTOR 85 5 380 36 1,520 746225 SEALCOAT PORTO FIND CT PORTO VILLAGEO DEAD END LOCAL 78 4 200 24 533 756300 OVERLAY PRINSTON MCARDLE MTVERNON LOCAL 63 2 725 24 1,933 770300 OVERLAY REALES WHITE CAP ROYAL FIFTH LOCAL 71 4 550 24 1,467 770400 OVERLAY REALES ROYAL FIFTH DUCAT LOCAL 71 4 305 24 813 770500 OVERLAY REALES DUCAT PESETA CT LOCAL 71 4 310 24 827 770600 OVERLAY REALES PESETA CT BULLION LOCAL 71 4 460 24 1,227 770700 OVERLAY REALES BULLION CAMINO DE PLATA LOCAL 71 4 475 24 1,267 775700 OVERLAY REEVES VAN CLEAVE SCOTT LOCAL 63 1 295 20 656 775800 OVERLAY REEVES SCOTT VILLA LOCAL 63 1 300 20 667 775900 OVERLAY REEVES VILLA DIXON LOCAL 63 1 300 22 733 776000 OVERLAY REEVES DIXON BRECKENRIDGE LOCAL 63 1 295 20 656 776100 OVERLAY REEVES BRECKENRIDGE SAXET W LOCAL 63 1 280 20 622 777400 SEALCOAT ALT REID DR HOFFMAN MC CLEN DON LOCAL 76 2 305 34 1,152 777500 SEALCOAT ALT REID DR MCCLENDON VAKY LOCAL 76 2 315 34 1,190 781700 OVERLAY REYNOSA BELTON TASCO LOCAL 59 2 665 24 1,773 781800 OVERLAY REYNOSA TASCO BURNET LOCAL 59 2 305 24 813 781900 OVERLAY REYNOSA BURNET BURNET LOCAL 59 2 235 28 731 782400 OVERLAY RHINE DR THAMES KERN LOCAL 65 5 260 26 751 782500 OVERLAY RHINE DR KERN BRAZOS LOCAL 65 5 260 26 751 782600 OVERLAY RHINE DR BRAZOS VOLGA LOCAL 65 5 235 26 679 782700 OVERLAY RHINE DR VOLGA SEINE LOCAL 65 5 335 26 968 782800 OVERLAY RHINE DR SEINE AMAZON LOCAL 65 5 265 26 766 782900 OVERLAY RHINE DR AMAZON JORDAN LOCAL 65 5 255 26 737 788100 SEALCOAT RIO GRANDE FRIO MISSION LOCAL 83 3 565 24 1,507 813000 OVERLAY RUTH PORT AVE MEULY COLLECTOR f:16* 1 120 36 480 813100 OVERLAY RUTH MEULY TWENTY FIFTH COLLECTOR 1 210 36 840 813200 OVERLAY RUTH TWENTY FIFTH TWENTY FIFTH COLLECTOR 1 85 36 340 12/4/2017 5 EXHIBIT A 2018 SPMP WORK PLAN(YEAR-5) Alphabetical Street Listing 813204 OVERLAY RUTH TWENTY FIFTH BLUNTZER COLLECTOR 56 1 290 36 1,160 814100 OVERLAY SABINAL MISSION FRIO LOCAL 57 3 380 24 1,013 816800 OVERLAY SADDLE LANE MC KINZIE RD BRIDLE LOCAL 55 1 390 36 1,560 816805 OVERLAY SADDLE LANE BRIDLE WIND ROCK LOCAL 55 1 330 36 1,320 817300 OVERLAY ALT SAHARA DELTA KING TUT LOCAL 56 4 815 24 2,173 817400 OVERLAY ALT SAHARA KING TUT PHAROAH LOCAL 56 4 1,260 24 3,360 825900 OVERLAY ALT SAN FELIPE DR CABO BLANCO CABO BLANCO LOCAL 58 4 1,220 24 3,253 843300 OVERLAY ALT SCHOONER AQUARIUS JIBSTAY LOCAL 58 4 460 24 1,227 843400 OVERLAY ALT SCHOONER JIBSTAY BINNACLE LOCAL 58 4 320 24 853 843500 OVERLAY ALT SCHOONER BINNACLE SEA FARER LOCAL 58 4 345 24 920 857800 OVERLAY SHAW HORNE RD YALE LOCAL 56 3 270 24 720 857900 OVERLAY SHAW YALE SHERMAN LOCAL 56 3 290 24 773 858000 OVERLAY SHAW SHERMAN HUDSON LOCAL 56 3 295 24 787 858100 OVERLAY SHAW HUDSON HUDSON LOCAL 56 3 95 24 253 858200 OVERLAY SHAW HUDSON HARVARD LOCAL 56 3 365 24 973 858300 OVERLAY SHAW HARVARD HARRIET LOCAL 56 3 230 24 613 858400 OVERLAY SHAW HARRIET ISLLA LOCAL 56 3 240 24 640 858500 OVERLAY SHAW ISLLA CASTENON LOCAL 56 3 225 24 600 858600 OVERLAY SHAW CASTENON KAREN LOCAL 56 3 180 24 480 858700 OVERLAY SHAW KAREN BERNANDINO LOCAL 56 3 255 24 680 858800 OVERLAY SHAW BERNANDINO MORALES LOCAL 56 3 260 24 693 858900 OVERLAY SHAW MORALES GOLLIHAR LOCAL 56 3 150 24 400 866301 OVERLAY SHOPPING WAY STAPLES MC ARDLE LOCAL 59 2 520 36 2,080 897800 SEALCOAT STAPLES MEADOWBROOK SHOPPING WAY ARTERIAL 80 2 210 64 1,493 897804 SEALCOAT STAPLES SHOPPING WAY BURKSHIRE ARTERIAL 80 2 90 64 640 897900 SEALCOAT STAPLES BURKSHIRE MONETTE ARTERIAL 80 2 300 64 2,133 898000 SEALCOAT STAPLES MONETTE MUSTANG TR ARTERIAL 80 2 970 64 6,898 898100 SEALCOAT STAPLES S 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981300 SEALCOAT UP RIVER RD OLIVER LEOPARD COLLECTOR 77 1 925 37 3,803 981400 SEALCOAT UP RIVER RD LEOPARD ERWIN COLLECTOR 77 1 575 42 2,683 981500 SEALCOAT UP RIVER RD ERWIN OAK PARK COLLECTOR 77 1 120 42 560 981600 SEALCOAT UP RIVER RD OAK PARK OAK PARK COLLECTOR 77 1 440 42 2,053 981700 SEALCOAT UP RIVER RD OAK PARK RETAMA COLLECTOR 77 1 120 42 560 981800 SEALCOAT UP RIVER RD RETAMA VILLA COLLECTOR 77 1 190 42 887 981900 SEALCOAT UP RIVER RD VILLA CENIZO COLLECTOR 77 1 105 42 490 982000 SEALCOAT UP RIVER RD CENIZO WERNER COLLECTOR 77 1 410 50 2,278 982100 SEALCOAT UPRIVER RD WERNER POTH COLLECTOR 77 1 210 50 1,167 982200 SEALCOAT UP RIVER RD POTH COUNTRY CLUBS COLLECTOR 77 1 220 42 1,027 982300 SEALCOAT UP RIVER RD COUNTRY CLUB S COUNTRY CLUB E COLLECTOR 77 1 385 42 1,797 982400 SEALCOAT UP RIVER RD COUNTRY CLUB E WESTCHESTER COLLECTOR 77 1 25 50 139 982500 SEALCOAT UP RIVER RD WESTCHESTER COUNTRY CLUB W COLLECTOR 77 1 20 50 111 982600 SEALCOAT UP RIVER RD COUNTRY CLUB W INTERSTATE 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OVERLAY CHIPPEWA OSAGE MOHAWK LOCAL 64 1 350 24 933 202400 OVERLAY CHIPPEWA MOHAWK CHEYENNE LOCAL 64 1 350 24 933 202500 OVERLAY CHIPPEWA CHEYENNE VIRGINIA LOCAL 64 1 350 24 933 202600 OVERLAY CHIPPEWA VIRGINIA HIAWATHA LOCAL 64 1 320 24 853 202700 OVERLAY CHIPPEWA HIAWATHA SHAWNEE LOCAL 64 1 275 24 733 202800 OVERLAY CHIPPEWA SHAWNEE PUEBLO LOCAL 64 1 275 24 733 309700 OVERLAY ELEANOR RUTH MARY LOCAL 68 1 890 24 2,373 309800 OVERLAY ELEANOR MARY AGNES LOCAL 68 1 425 24 1,133 351000 OVERLAY FRANCESCA HIGHLAND CHIPPEWA LOCAL 57 1 505 36 2,020 443900 OVERLAY HORSE SHOE DR MCKINZIE CHIMNEY ROCK LOCAL 55 1 720 24 1,920 444000 OVERLAY HORSE SHOE DR CHIMNEY ROCK ALLEY#1 H F LOCAL 55 1 145 24 387 444100 OVERLAY HORSE SHOE DR ALLEY#1 H F WIND ROCK LOCAL 55 1 180 24 480 444200 OVERLAY HORSE SHOE DR WIND ROCK ALLEY#2 H F LOCAL 55 1 145 24 387 444300 OVERLAY HORSE SHOE DR ALLEY#2 H F SILVERSPUR LOCAL 55 1 145 24 387 444400 OVERLAY HORSE SHOE DR SILVERSPUR BRAMBLE BUSH LOCAL 55 1 280 24 747 444500 OVERLAY HORSE SHOE DR BRAMBLE BUSH BLUE GRASS LOCAL 55 1 280 24 747 444600 OVERLAY HORSE SHOE DR BLUE GRASS TUMBLEWEED LOCAL 55 1 280 24 747 444700 OVERLAY HORSE SHOE DR TUMBLEWEED ROCKWOOD LOCAL 55 1 250 24 667 526300 OVERLAY LEOPARD N NAVIGATION HIGH STARR DR ARTERIAL 58 1 550 30 1,833 526400 OVERLAY LEOPARD N HIGH STARR DR SUN BELT DR ARTERIAL 58 1 845 30 2,817 526405 OVERLAY LEOPARD N SUN BELT DR JAMISON ST ARTERIAL 58 1 400 30 1,333 526500 OVERLAY LEOPARD N JAMISONST MC CAMPBELL ARTERIAL 58 1 775 30 2,583 530800 OVERLAY LEOPARD S NAVIGATION SUN BELT DR ARTERIAL 60 1 1,400 30 4,667 530900 OVERLAY LEOPARD S SUN BELT DR MC CAMPBELL ARTERIAL 60 1 1,175 30 3,917 643800 OVERLAY MC LEOD BARTLETT MC LEOD LOCAL 61 1 315 24 840 643802 OVERLAY MC LEOD BARTLETT ELMORE LOCAL 61 1 1,085 24 2,893 643900 OVERLAY MC LEOD ELMORE WESTLAND LOCAL 61 1 740 24 1,973 644000 OVERLAY MC LEOD WESTLAND WILSON LOCAL 61 1 150 27 450 736200 OVERLAY PINE CORTEZ HAVANA LOCAL 56 1 250 24 667 736300 OVERLAY PINE 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ALT ANTELOPE E ALAMEDA N SAM RANKIN COLLECTOR 66 1 360 38 1,520 39200 OVERLAY ALT ANTELOPE E SAM RANKIN JOSEPHINE COLLECTOR 66 1 360 38 1,520 39300 OVERLAY ALT ANTELOPE E JOSEPHINE ON RAMP COLLECTOR 66 1 265 38 1,119 427300 OVERLAY ALT HIAWATHA HURON CHIPPEWA LOCAL 70 1 640 24 1,707 427400 OVERLAY ALT HIAWATHA CHIPPEWA BALDWIN LOCAL 70 1 600 27 1,800 372800 SEALCOAT GOLLA LINDA GALE LOCAL 73 1 1,190 24 3,173 511900 SEALCOAT LAREDO ST SIXTEENTH SEVENTEENTH ARTERIAL 82 1 300 41 1,367 512000 SEALCOAT LAREDO ST ISEVENTEENTH EIGHTEENTH ARTERIAL 82 1 485 41 2,209 512100 SEALCOAT LAREDO ST EIGHTEENTH NINETEENTH ARTERIAL 82 1 275 41 1,253 512200 SEALCOAT LAREDO ST I NINETEENTH TWENTIETH ARTERIAL 1 82 1 1 360 41 1,640 512300 SEALCOAT LAREDO ST TWENTIETH TWENTY FIRST(AGNES) ARTERIAL 1 82 1 850 31 2,928 11/28/2017 1 2018 SPMP WORK PIAN(YEAR-5) By District 566500 SEALCOAT MANCHESTER LINDA GALE LOCAL 73 1 1,205 24 3,213 617900 SEALCOAT MORGAN PORT AVE BRIGHT ARTERIAL 82 1 360 58 2,320 618000 SEALCOAT MORGAN BRIGHT ELGIN ARTERIAL 82 1 285 58 1,837 618100 SEALCOAT MORGAN ELGIN VERBENA ARTERIAL 82 1 230 58 1,482 618200 SEALCOAT MORGAN VERBENA SABINAS ARTERIAL 82 1 250 58 1,611 618300 SEALCOAT MORGAN SABINAS ESPINOSA ARTERIAL 82 1 250 58 1,611 618400 SEALCOAT MORGAN ESPINOSA ROSEWOOD ARTERIAL 82 1 545 58 3,512 618500 SEALCOAT MORGAN ROSEWOOD OSAGE ARTERIAL 82 1 450 58 2,900 618600 SEALCOAT MORGAN OSAGE BALDWIN ARTERIAL 82 1 225 58 1,450 672200 SEALCOAT NUECES BAY UP RIVER RD BARTHLOME LOCAL 78 1 400 30 1,333 672300 SEALCOAT NUECES BAY BARTHLOME LEOPARD ST LOCAL 78 1 270 30 900 981100 SEALCOAT UP RIVER RD FAIRVIEW OLD ROBSTOWN RD COLLECTOR 77 1 315 37 1,295 981200 SEALCOAT UP RIVER RD OLD ROBSTOWN RD OLIVER COLLECTOR 77 1 250 37 1,028 981300 SEALCOAT UP RIVER RD OLIVER LEOPARD COLLECTOR 77 1 925 37 3,803 981400 SEALCOAT UP RIVER RD LEOPARD ERWIN COLLECTOR 77 1 575 42 2,683 981500 SEALCOAT UP RIVER RD ERWIN OAK PARK COLLECTOR 77 1 120 42 560 981600 SEALCOAT UP RIVER RD OAK PARK OAK PARK COLLECTOR 77 1 440 42 2,053 981700 SEALCOAT UP RIVER RD OAKPARK RETAMA COLLECTOR 77 1 120 42 560 981800 SEALCOAT UP RIVER RD RETAMA VILLA COLLECTOR 77 1 190 42 887 981900 SEALCOAT UP RIVER RD VILLA CENIZO COLLECTOR 77 1 105 42 490 982000 SEALCOAT UP RIVER RD CENIZO WERNER COLLECTOR 77 1 410 50 2,278 982100 SEALCOAT UP RIVER RD WERNER POTH COLLECTOR 77 1 210 50 1,167 982200 SEALCOAT UP RIVER RD POTH COUNTRY CLUB S COLLECTOR 77 1 220 42 1,027 982300 SEALCOAT UP RIVER RD COUNTRY CLUB S COUNTRY CLUB E COLLECTOR 77 1 385 42 1,797 982400 SEALCOAT UP RIVER RD COUNTRY CLUB E WESTCHESTER COLLECTOR 77 1 25 50 139 982500 SEALCOAT UP RIVER RD WESTCHESTER COUNTRY CLUB W COLLECTOR 77 1 20 50 111 982600 SEALCOAT UP RIVER RD COUNTRY CLUB W INTERSTATE 37 COLLECTOR 77 1 610 42 2,847 139000 SEALCOAT ALT BUFORD CROSSTOWN EXPWY FIFTEENTH LOCAL 75 1 335 36 1,340 139100 SEALCOAT ALT BUFORD FIFTEENTH FOURTEENTH LOCAL 75 1 340 24 907 139200 SEALCOAT ALT BUFORD FOURTEENTH BROWNLEE LOCAL 75 1 340 24 907 256750 SEALCOAT ALT CROSS RIVER DR RED RIVER DR PENTRIDGE DR LOCAL 78 1 265 24 707 256753 SEALCOAT ALT CROSS RIVER DR PENTRIDGE DR CHANTILLY DR LOCAL 78 1 270 24 720 256756 SEALCOAT ALT CROSS RIVER DR CHANTILLY DR DEAD END LOCAL 78 1 180 24 480 430750 SEALCOAT ALT HILL COUNTRY LN MC KINZIE ROBBY LOCAL 83 1 660 24 1,760 IW IW 6'" w '"N.N. '"N.N. •''"4 '"III III 4 .„. ° IW '" 765 64704 OVERLAY BALDWIN CLEO CLEO ARTERIAL 57 2 58 419 64800 OVERLAY BALDWIN CLEO SARITA ARTERIAL 57 2 58 854 64804 OVERLAY BALDWIN SARITA SARITA ARTERIAL 57 2 58 113 118600 OVERLAY BRENTWOOD NORTON BRAWNER S LOCAL 59 2 1,560 24 4,160 179500 OVERLAY CASA LINDA CASA ROSA CASA DE AMIGO LOCAL 58 2 280 24 747 179600 OVERLAY CASA LINDA CASA DE AMIGO NORTON LOCAL 58 2 275 24 733 179800 OVERLAY CASA ROSA CASA GRANDE CASA LINDA LOCAL 62 2 880 24 2,347 180000 OVERLAY CASA VERDE CASA BLANCA NORTON LOCAL 55 2 820 24 2,187 1073000 OVERLAY COLE SR BROWNLEE ALAMEDA LOCAL 78 2 585 14 910 1073100 OVERLAY COLE SR ALAMEDA LAWNVIEW LOCAL 78 2 810 12 1,080 1073200 OVERLAY COLE SR LAWNVIEW SANTAFE LOCAL 1 78 2 530 12 707 270600 OVERLAY DEFORREST REID DR ALAMEDAS LOCAL 61 2 770 24 2,053 306000 OVERLAY EIGHTEENTH AYERS ISABEL LOCAL 60 2 265 36 1,060 306006 OVERLAY EIGHTEENTH ISABEL ISABEL LOCAL 60 2 100 36 400 618700 OVERLAY MORGAN BALDWIN MOHAWK ARTERIAL 62 2 70 58 451 618800 OVERLAY MORGAN MOHAWK CHEYENNE ARTERIAL 62 2 355 58 2,288 618900 OVERLAY MORGAN CHEYENNE VIRGINIA ARTERIAL 62 2 370 58 2,384 756300 OVERLAY PRINSTON MCARDLE MTVERNON LOCAL 63 2 725 24 1,933 781700 OVERLAY REYNOSA BELTON TASCO LOCAL 59 2 665 24 1,773 781800 OVERLAY REYNOSA TASCO BURNET LOCAL 59 2 305 24 813 781900 OVERLAY REYNOSA BURNET BURNET LOCAL 59 2 235 28 731 866301 OVERLAY SHOPPING WAY STAPLES MCARDLE LOCAL 59 2 520 36 2,080 949200 OVERLAY ALT TENTH AYERS ST MC KENZIE LOCAL 67 2 865 37 3,556 949300 OVERLAY ALT TENTH MC KENZIE BOOTY LOCAL 67 2 195 27 585 949400 OVERLAY ALT TENTH BOOTY ELIZABETH LOCAL 67 2 615 27 1,845 949500 OVERLAY ALT TENTH ELIZABETH MORGAN LOCAL 67 2 610 27 1,830 897800 SEALCOAT STAPLES MEADOWBROOK SHOPPING WAY ARTERIAL 80 2 210 64 1,493 897804 SEALCOAT STAPLES SHOPPING WAY BURKSHIRE ARTERIAL 80 2 90 64 640 897900 SEALCOAT STAPLES BURKSHIRE MONETTE ARTERIAL 80 2 300 64 2,133 898000 SEALCOAT STAPLES S MONETTE MUSTANG TR ARTERIAL 80 2 970 64 6,898 898100 1 SEALCOAT STAPLES MUSTANGTR COLLINGSWOOD ARTERIAL 80 2 340 64 2,418 898200 SEALCOAT STAPLES COLLINGSWOOD LANSDOWN ARTERIAL 80 2 920 64 6,542 898300 SEALCOAT STAPLES LANSDOWN GOLLIHAR ARTERIAL 80 2 1,000 64 7,111 11/28/2017 2 2018 SPMP WORK PIAN(YEAR-5) By District 1020400 SEALCOAT WEBER RD MC ARDLE RD DELPHINE ARTERIAL 76 2 448 57 2,834 1020500 SEALCOAT WEBER RD DELPHINE PADRE ISLAND DR ARTERIAL 76 2 170 57 1,077 22600 SEALCOAT ALT ALAMEDAS ROSSITER TEXAN TR ARTERIAL 71 2 465 61 3,152 442000 SEALCOAT ALT HORNE RD PORT CROSSTOWN EXPWY ARTERIAL 83 2 188 56 1,167 442100 SEALCOAT ALT HORNE RD CROSSTOWN EXPWY VITEMB ARTERIAL 83 2 155 56 964 442200 SEALCOAT ALT HORNERD VITEMB RAMBLER ARTERIAL 83 2 65 56 404 657200 SEALCOAT ALT NIAGARA TASCO BELTON LOCAL 74 2 665 18 1,330 777400 SEALCOAT ALT REID DR HOFFMAN MCCLENDON LOCAL 76 2 305 34 1,152 777500 SEALCOAT ALT REID DR MC CLENDON VAKY LOCAL 76 2 315 34 1,190 71649 CITY SEALCOAT BAY MOON CT DAYS END DR DEAD END(E) LOCAL 75 3 500 24 1,333 88000 CITY SEALCOAT BEXAR DR MILAM DR SEGUIN DR LOCAL 83 3 335 24 893 104600 CITY SEALCOAT BONHAM ST '0 HANNA SACKY LOCAL 84 3 655 24 1,747 167500 CITY SEALCOAT CARLOW DR CARLOW CIR SHEA PKWY E LOCAL 73 3 490 24 1,307 IW m '"16 16 "''"4 '" m IW '" m lI 225000 OVERLAY COLORADO MISSION FRIO LOCAL 59 3 500 24 1,333 252300 OVERLAY CREST OAK CRESTHAVEN CRESTFORREST LOCAL 60 3 405 24 1,080 252400 OVERLAY CREST PARK CRESTHILL DEAD END S LOCAL 56 3 295 36 1,180 251100 OVERLAY CRESTLEA DR CRESTTERRACE DR CRESTTERRACE DR LOCAL 58 3 700 24 1,867 251200 OVERLAY CRESTLEA DR CRESTTERRACE DR CAMARGO DR LOCAL 58 3 165 24 440 259100 OVERLAY CUB ST VIRGINIA POST LOCAL 65 3 710 28 2,209 604200 OVERLAY MISSION RIO GRANDE COLORADO LOCAL 62 3 245 24 653 604300 OVERLAY MISSION COLORADO SABINAL LOCAL 62 3 250 24 667 604400 OVERLAY MISSION SABINAL FRIO LOCAL 62 3 495 24 1,320 619000 OVERLAY MORGAN VIRGINIA HIAWATHA ARTERIAL 62 3 355 58 2,288 619100 OVERLAY MORGAN HIAWATHA SHAWNEE ARTERIAL 62 3 280 58 1,804 619200 OVERLAY MORGAN SHAWNEE PUEBLO ARTERIAL 62 3 285 58 1,837 619300 OVERLAY MORGAN PUEBLO BALBOA ARTERIAL 62 3 280 58 1,804 619400 OVERLAY MORGAN BALBOA GUATEMOZIN ARTERIAL 62 3 505 58 3,254 619500 OVERLAY MORGAN GUATEMOZIN VERA CRUZ ARTERIAL 62 3 435 57 2,755 814100 OVERLAY SABINAL MISSION FRIO LOCAL 57 3 380 24 1,013 857800 OVERLAY SHAW HORNE RD YALE LOCAL 56 3 270 24 720 857900 OVERLAY SHAW YALE SHERMAN LOCAL 56 3 290 24 773 858000 OVERLAY SHAW SHERMAN HUDSON LOCAL 56 3 295 24 787 858100 OVERLAY SHAW HUDSON HUDSON LOCAL 56 3 95 24 253 858200 OVERLAY SHAW HUDSON HARVARD LOCAL 56 3 365 24 973 858300 OVERLAY SHAW HARVARD HARRIET LOCAL 56 3 230 24 613 858400 OVERLAY SHAW HARRIET ISLLA LOCAL 56 3 240 24 640 858500 OVERLAY SHAW ISLLA CASTENON LOCAL 56 3 225 24 600 858600 OVERLAY SHAW CASTENON KAREN LOCAL 56 3 180 24 480 858700 OVERLAY SHAW KAREN BERNANDINO LOCAL 56 3 255 24 680 858800 OVERLAY SHAW BERNANDINO MORALES LOCAL 56 3 260 24 693 858900 OVERLAY SHAW MORALES GOLLIHAR LOCAL 56 3 150 24 400 972300 OVERLAY TROJAN DR GREENWOOD COLUMBIA PKWY LOCAL 63 3 1,125 36 4,500 1060100 OVERLAY WRIGHT VIRGINIA POST LOCAL 60 3 710 28 2,209 14000 OVERLAY ALT AIRLINE WILLIAMS DR PADRE ISLAND DR ARTERIAL 69 3 638 67 4,746 86800 OVERLAY ALT BEVECREST ST AYERS ST KAYCREST ST LOCAL 69 3 430 36 1,720 86900 OVERLAY ALT BEVECREST ST KAYCREST ST SHAROLYN ST LOCAL 69 3 215 36 860 87000 OVERLAY ALT BEVECREST ST SHAROLYN ST CINDIA ST LOCAL 69 3 220 36 880 87100 OVERLAY ALT BEVECREST ST CINDIA ST BEVERCREST CIR LOCAL 69 3 90 36 360 87200 OVERLAY ALT BEVECREST ST BEVERCREST CIR PERSIMMON ST LOCAL 69 3 160 36 640 87300 OVERLAY ALT BEVECREST ST PERSIMMON ST BARONSST LOCAL 69 3 120 24 320 87400 OVERLAY ALT BEVECREST ST BARONSST BEARDMORE ST LOCAL 69 3 255 24 680 144900 SEALCOAT BURTON LN CURTIS CLARK WILLIAMS DR LOCAL 75 3 660 24 1,760 164000 SEALCOAT CARAVELLE PKWY WEBER RD LIPTONSHIRE LOCAL 75 3 1,310 52 7,569 248900 SEALCOAT CREST ELM CRESTHAVEN CRESTFORREST LOCAL 73 3 405 24 1,080 308800 SEALCOAT ELDERBERRY WHITE BIRD BLUE WATER LOCAL 83 3 775 36 3,100 393700 SEALCOAT GREENWOOD WEST POINT SYCAMORE ARTERIAL 72 3 450 56 2,800 393800 SEALCOAT GREENWOOD SYCAMORE MADRID ARTERIAL 72 3 115 56 716 393900 SEALCOAT GREENWOOD MADRID BIRCH ARTERIAL 72 3 155 56 964 394000 SEALCOAT GREENWOOD BIRCH VALENCIA ARTERIAL 72 3 115 56 716 394100 SEALCOAT GREENWOOD VALENCIA HEMLOCK ARTERIAL 72 3 140 56 871 394200 SEALCOAT GREENWOOD HEMLOCK BARCELONA ARTERIAL 72 3 130 56 809 394300 SEALCOAT GREENWOOD BARCELONA HICKORY ARTERIAL 72 3 135 56 840 394400 SEALCOAT IGREENWOOD HICKORY SEVILLE ARTERIAL 72 3 120 56 747 394500 SEALCOAT GREENWOOD ISEVILLE IBOISDARC ARTERIAL 72 13 145 56 902 394600 SEALCOAT GREENWOOD I BOISDARC TROJAN ARTERIAL 72 1 3 165 56 1,027 394700 SEALCOAT GREENWOOD TROJAN I PADRE ISLAND DR ARTERIAL 72 3 1,155 56 7,187 788100 1 SEALCOAT RIO GRANDE FRIO MISSION LOCAL 1 83 1 3 1 565 24 1 1,507 11/28/2017 3 2018 SPMP WORK PIAN(YEAR-5) By District 995200 SEALCOAT VERA CRUZ MORGAN ZAPATA LOCAL 73 3 295 24 787 1020400 SEALCOAT WEBER RD MC ARDLE RD DELPHINE ARTERIAL 76 3 448 57 2,834 1020500 SEALCOAT WEBER RD DELPHINE PADRE ISLAND DR ARTERIAL 76 3 170 57 1,077 100800 SEALCOAT ALT BLUNDELL MCARDLE MANSHEIM LOCAL 75 3 660 25 1,833 100900 SEALCOAT ALT BLUNDELL MANSHEIM SUNNYBROOK LOCAL 75 3 660 25 1,833 442000 SEALCOAT ALT HORNE RD PORT CROSSTOWN EXPWY ARTERIAL 83 3 188 56 1,167 442100 SEALCOAT ALT HORNE RD CROSSTOWN EXPWY VITEMB ARTERIAL 83 3 155 56 964 442200 SEALCOAT ALT HORNERD VITEMB RAMBLER ARTERIAL 83 3 65 56 404 IW IW 4'" w '"N.N. '"N.N. •''"4 '"III III 4 .„. ° IW '" N. IW ,'"III 20300 OVERLAY ALAMEDA S CARMEL S CARMEL N ARTERIAL 59 4 125 62 861 20400 OVERLAY ALAMEDAS CARMELN MIRAMAR ARTERIAL 59 4 310 62 2,136 20500 OVERLAY ALAMEDAS MIRAMAR CORAL ARTERIAL 59 4 280 62 1,929 20600 OVERLAY ALAMEDAS CORAL BARRACUDA ARTERIAL 59 4 290 62 1,998 20700 OVERLAY ALAMEDAS BARRACUDA BARRACUDA ARTERIAL 59 4 60 62 413 20704 OVERLAY ALAMEDAS BARRACUDA DOLPHIN ARTERIAL 59 4 240 62 1,653 20800 OVERLAY ALAMEDAS DOLPHIN DOLPHIN ARTERIAL 59 4 85 62 586 20804 OVERLAY ALAMEDAS DOLPHIN DRIFTWOOD ARTERIAL 59 4 200 62 1,378 219300 OVERLAY COBO DE BARA PORT ROYAL KING PHILLIP LOCAL 58 4 300 24 800 219400 OVERLAY COBO DE BARA KING PHILLIP QUEEN JOHANNA LOCAL 58 4 305 24 813 219500 OVERLAY COBO DE BARA QUEEN JOHANNA CARLOS FIFTH LOCAL 58 4 310 24 827 219600 OVERLAY COBO DE BARA CARLOS FIFTH TESORO LOCAL 58 4 1,770 24 4,720 344100 OVERLAY FLOUR BLUFF DR GLENOAK TATES CREEK DR ARTERIAL 67 4 2,105 23 5,379 344106 OVERLAY FLOUR BLUFF DR TATES CREEK DR PURDUE ARTERIAL 67 4 530 23 1,354 677674 OVERLAY OCEAN DR(E) DODDRIDGE ROPES ARTERIAL 56 4 1,770 30 5,900 677748 OVERLAY OCEAN DR(E) ROPES SINCLAIR ARTERIAL 56 4 915 30 3,050 677784 OVERLAY OCEAN DR(E) SINCLAIR ROSSITER ARTERIAL 56 4 940 30 3,133 677821 OVERLAY OCEAN DR(E) ROSSITER OCEAN WAY ARTERIAL 56 4 645 30 2,150 677858 OVERLAY OCEAN DR(E) OCEAN WAY SEA VIEW ARTERIAL 56 4 280 30 933 677895 OVERLAY OCEAN DR(E) SEA VIEW ALTA PLAZA ARTERIAL 56 4 215 30 717 679913 OVERLAY OCEAN DR(W) DODDRIDGE ROPES ARTERIAL 55 4 1,770 30 5,900 679986 OVERLAY OCEAN DR(W) ROPES SINCLAIR ARTERIAL 55 4 915 30 3,050 680023 OVERLAY OCEAN DR(W) SINCLAIR ROSSITER ARTERIAL 55 4 915 30 3,050 680060 OVERLAY OCEAN DR(W) ROSSITER OCEAN WAY ARTERIAL 55 4 660 30 2,200 680097 OVERLAY OCEAN DR(W) OCEAN WAY SEAVIEW ARTERIAL 55 4 270 30 900 680133 OVERLAY OCEAN DR(W) SEA VIEW ALTA PLAZA ARTERIAL 55 4 255 30 850 770300 OVERLAY REALES WHITE CAP ROYAL FIFTH LOCAL 71 4 550 24 1,467 770400 OVERLAY REALES ROYAL FIFTH DUCAT LOCAL 71 4 305 24 813 770500 OVERLAY REALES DUCAT PESETA Ci LOCAL 71 4 310 24 827 770600 OVERLAY REALES PESETA CT BULLION LOCAL 71 4 460 24 1,227 770700 OVERLAY REALES BULLION CAMINO DE PLATA LOCAL 71 4 475 24 1,267 734000 OVERLAY ALT PHARAOH ENNIS JOSLIN RD SAND PIPER N DR LOCAL 59 4 395 24 1,053 817300 OVERLAY ALT SAHARA DELTA KING TUT LOCAL 56 4 815 24 2,173 817400 OVERLAY ALT SAHARA KING TUT PHAROAH LOCAL 56 4 1,260 24 3,360 825900 OVERLAY ALT SAN FELIPE DR CABO BLANCO CABO BLANCO LOCAL 58 4 1,220 24 3,253 843300 OVERLAY ALT SCHOONER AQUARIUS JIBSTAY LOCAL 58 4 460 24 1,227 843400 OVERLAY ALT SCHOONER JIBSTAY BINNACLE LOCAL 58 4 320 24 853 843500 OVERLAY ALT SCHOONER BINNACLE SEAFARER LOCAL 58 4 345 24 920 60350 SEALCOAT BACKSIDE DR FRONTSIDE DR BACKSIDE DR LOCAL 84 4 855 24 2,280 150855 SEALCOAT CALGARY DR MANITOULIN ISLA SASKATCHEWAN DR LOCAL 78 4 270 24 720 150856 SEALCOAT CALGARY DR SASKATCHEWAN DR LAS BRISAS ST LOCAL 78 4 535 24 1,427 150857 SEALCOAT CALGARY DR LAS BRISAS ST CALGARY Ci LOCAL 78 4 515 24 1,373 150858 SEALCOAT CALGARY DR CALGARY CT NORTH OSO PARKWAY LOCAL 78 14 365 24 973 320700 SEALCOAT ENNIS JOSLIN PADRE ISLAND DR DEAD END S ARTERIAL 75 4 1,365 56 8,493 372575 SEALCOAT GOLD STAR DR WOOLDRIDGE RD WHITE STAR DR LOCAL 83 4 850 24 2,267 372577 SEALCOAT GOLD STAR DR WHITE STAR DR BLUE STAR LOCAL 83 4 250 24 667 611300 SEALCOAT MONTERREY ROPES DEAD END E LOCAL 72 4 805 26 2,326 629250 SEALCOAT MYSTIC STAR DR WOOLDRIDGE RD STARGLOW DR LOCAL 74 4 920 24 2,453 629251 SEALCOAT MYSTIC STAR DR STARGLOW DR STARHARBOR DR LOCAL 74 4 215 24 573 692600 SEALCOAT ORLEANS LOMBARDY SUSSEX LOCAL 178 4 260 24 693 692700 SEALCOAT ORLEANS SUSSEX SAXONY LOCAL 78 4 250 24 667 692800 SEALCOAT ORLEANS SAXONY BURGUNDY LOCAL 78 4 440 24 1,173 692900 SEALCOAT ORLEANS BUGUNDY DORCHESTER LOCAL 78 4 250 24 667 693000 SEALCOAT ORLEANS DORCHESTER WINDMERE LOCAL 78 4 120 24 320 693100 SEALCOAT ORLEANS WINDMERE BRIGHTON LOCAL 78 4 130 24 347 693200 1SEALCOAT IORLEANS IBRIGHTON IVERSAILUES LOCAL 78 4 250 24 667 746225 SEALCOAT PORTO FIND CT PORTO VILLAGEO DEAD END LOCAL 78 4 200 24 533 906600 SEALCOAT STAR HARBOR DR MYSTIC STAR DR STARGLOW DR LOCAL 84 4 200 24 533 906601 SEALCOAT STAR HARBOR DR STARGLOW DR WHITE STAR DR LOCAL 84 4 250 24 667 11/28/2017 4 2018 SPMP WORK PIAN(YEAR-5) By District 906603 SEALCOAT STAR HARBOR DR WHITE STAR DR BLUE STAR LOCAL 84 4 250 24 667 906605 SEALCOAT STAR HARBOR DR BLUESTAR DEAD END LOCAL 84 4 440 24 1,173 996700 SEALCOAT VERSAILLES ORLEANS BRIGHTON LOCAL 74 4 655 24 1,747 996800 SEALCOAT VERSAILLES BRIGHTON ALHAMBRA LOCAL 74 4 225 36 900 1030700 SEALCOAT WHITECAP BLVD DEAD END E WINDWARD COLLECTOR 81 4 775 38 3,272 1030800 SEALCOAT WHITECAP BLVD WINDWARD CANE HARBOR COLLECTOR 81 4 1,290 58 8,313 1031000 SEALCOAT WHITECAP BLVD CANE HARBOR PARK ROAD 22 COLLECTOR 81 4 1,110 58 7,153 1054900 SEALCOAT WOODLAWN MC ARDLE SPID LOCAL 77 4 1,240 20 2,756 22600 SEALCOAT ALT ALAMEDAS ROSSITER TEXAN TR ARTERIAL 71 4 465 61 3,152 44900 SEALCOAT ALT ARISTOCRAT WALDRON RD AIRDOME LOCAL 77 4 1,340 24 3,573 276000 SEALCOAT ALT DEMA TALMADGE HERMINE LOCAL 84 4 300 19 633 276100 SEALCOAT ALT DEMA HERMINE STONE LOCAL 84 4 630 19 1,330 280500 SEALCOAT ALT DEWITT TALMADGE HERMINE LOCAL 83 4 345 19 728 280600 SEALCOAT ALT DEWITT HERMINE STONE LOCAL 83 4 585 19 1,235 574000 SEALCOAT ALT MARINE STONE HERMINE LOCAL 83 4 565 19 1,193 574100 SEALCOAT ALT MARINE HERMINE TALMADGE LOCAL 83 4 365 19 771 IW � '"N.N. •''"4 '"III III 4 .„. ° IW '" N. IW ,'"III 207600 OVERLAY CINNAMON OAK STILL BROOK KNOTTY OAK LOCAL 63 5 430 24 1,147 207700 OVERLAY CINNAMON OAK KNOTTY OAK LONG CREEK LOCAL 63 5 270 24 720 207800 OVERLAY CINNAMON OAK LONG CREEK SCOTCH MOSS LOCAL 63 5 420 24 1,120 207900 OVERLAY CINNAMON OAK SCOTCH MOSS CRICKET HOLLOW LOCAL 63 5 275 24 733 330500 OVERLAY EVERHART RD CEDAR PASS DR DELWOOD ST ARTERIAL 59 5 320 58 2,062 330600 OVERLAY EVERHART RD DELWOOD ST SILVER RIDGE ARTERIAL 59 5 355 58 2,288 366400 OVERLAY GLASGOW DR TIMBERGATE DR INVERNESS DR COLLECTOR 60 5 275 36 1,100 366500 OVERLAY GLASGOW DR INVERNESS DR TARTAN CIR COLLECTOR 60 5 275 36 1,100 366600 OVERLAY GLASGOW DR TARTAN DR CROMWELL DR COLLECTOR 60 5 315 36 1,260 366700 OVERLAY GLASGOW DR CROMWELL DR EDINBURG DR COLLECTOR 60 5 265 36 1,060 366800 OVERLAY GLASGOW DR EDINBURG DR MILL WOOD DR COLLECTOR 60 5 255 36 1,020 366900 OVERLAY GLASGOW DR MILL WOOD DR PEPPER MILL DR COLLECTOR 60 5 250 36 1,000 367000 OVERLAY GLASGOW DR PEPPER MILL DR RIDGE STONE COLLECTOR 60 5 660 36 2,640 383300 OVERLAY GRAND JUNCTION WAPENTATE DR VALOR DR COLLECTOR 64 5 425 36 1,700 383304 OVERLAY GRAND JUNCTION VALOR DR ELBA CT COLLECTOR 64 5 400 36 1,600 383308 OVERLAY GRANDJUNCTION ELBA CT SANDERS DR COLLECTOR 64 5 1,060 36 4,240 383312 OVERLAY GRAND JUNCTION SANDERS DR EVERHART RD COLLECTOR 64 5 1,330 40 5,911 405400 OVERLAY HAMPTON BROCKHAMPTON KENNSINGTON CT LOCAL 56 5 255 24 680 405500 OVERLAY HAMPTON KENNSINGTON CT HALFPENNY LOCAL 56 5 545 24 1,453 405600 OVERLAY HAMPTON HALFPENNY DUNBARTON OAK LOCAL 56 5 265 24 707 420200 OVERLAY HEAVENSGATE TIMBERGATE LOSTGATE LOCAL 59 5 255 24 680 420300 OVERLAY HEAVENSGATE LOSTGATE CROSSGATE SOUTH LOCAL 59 5 550 24 1,467 420400 OVERLAY HEAVENSGATE CROSSGATE SOUTH WOODGATE LOCAL 59 5 120 24 320 420500 OVERLAY HEAVENSGATE WOODGATE GATERIDGE LOCAL 59 5 290 24 773 420600 OVERLAY HEAVENSGATE GATERIDGE CROSSRIDGE LOCAL 59 5 290 24 773 468400 OVERLAY JORDAN RHINE YUKON LOCAL 58 5 955 24 2,547 499300 OVERLAY LAKE BOLSENA OSO PARKWAY BLD MORITZ LAKE LOCAL 63 5 425 24 1,133 499400 OVERLAY LAKE BOLSENA MORITY LAKE GRAND LAKE LOCAL 63 5 760 24 2,027 599300 OVERLAY MIDDLECOFF ACUSHNET COODY DR COLLECTOR 68 5 275 36 1,100 599400 OVERLAY MIDDLECOFF COODY DR EVERHART RD COLLECTOR 68 5 720 36 2,880 610500 OVERLAY MONTEREAU STTROPEZ CALAIS LOCAL 55 5 270 24 720 610600 OVERLAY MONTEREAU CALAIS BRINE LOCAL 55 5 135 24 360 610700 OVERLAY MONTEREAU BRINE AVIGNON LOCAL 55 5 135 24 360 610800 OVERLAY MONTEREAU AVIGNON BELLAC LOCAL 55 5 270 24 720 610900 OVERLAY MONTEREAU BELLAC ST DENIS LOCAL 55 5 270 24 720 611000 OVERLAY MONTEREAU ST DENIS GRENOBLE LOCAL 55 5 280 24 747 782400 OVERLAY RHINE DR THAMES KERN LOCAL 65 5 260 26 751 782500 OVERLAY RHINE DR KERN BRAZOS LOCAL 65 5 260 26 751 782600 OVERLAY RHINE DR BRAZOS VOLGA LOCAL 65 5 235 26 679 782700 OVERLAY RHINE DR VOLGA SEINE LOCAL 65 5 335 26 968 782800 OVERLAY RHINE DR SEINE AMAZON LOCAL 65 5 1 265 26 766 782900 OVERLAY RHINE DR AMAZON JORDAN LOCAL 65 5 255 26 737 1012900 OVERLAY WAPENTATE DR GRAND JUNCTION MONARCH ST LOCAL 58 5 490 36 1,960 14000 OVERLAY ALT AIRLINE WILLIAMS DR PADRE ISLAND DR ARTERIAL 69 5 638 67 4,746 586700 OVERLAY ALT MEADOW VISTA AIRLINE RD MEADOW LIGHT LOCAL 67 5 1,630 36 6,520 1057450 OVERLAY ALT WOOL DR WOOLDRIDGE RD FLEECE DR LOCAL 69 5 1,355 24 3,613 77150 SEALCOAT BEAU TERRE CT STRASBOURG DR DEAD END LOCAL 76 5 665 24 1,773 77175 SEALCOAT BEAU TERRE DR STRASBOURG DR BEAUVAIS DR LOCAL 76 5 525 24 1,400 90200 SEALCOAT JBIRMINGHAM JAIRLINE I LYONS LOCAL 83 5 1,100 24 2,933 102075 SEALCOAT I BOARDWALK AV I ORIENTAL AV TOWER DR LOCAL 79 5 265 24 707 102076 1 SEALCOAT BOARDWALKAV I TOWER DR TIMBERGATE DR LOCAL 79 5 315 24 840 11/28/2017 5 2018 SPMP WORK PIAN(YEAR-5) By District 102077 SEALCOAT BOARDWALK AV TIMBERGATE DR STONEHENGE DR LOCAL 79 5 915 24 2,440 102078 SEALCOAT BOARDWALKAV STONEHENGE DR TAPESTRY DR LOCAL 79 5 900 24 2,400 102079 SEALCOAT BOARDWALK AV TAPESTRY DR NATCHEZ DR LOCAL 79 5 290 24 773 104450 SEALCOAT BON SOIR DR ALLIER ST STRASBOURG DR LOCAL 81 5 375 24 1,000 104451 SEALCOAT BON SOIR DR STRASBOURG DR DUSEOBOC DR LOCAL 81 5 160 24 427 104452 SEALCOAT BON SOIR DR DUSEOBOC DR DEAD END LOCAL 81 5 540 24 1,440 113001 SEALCOAT BRATTON RD AARON DR SUMMERTIME LOCAL 74 5 430 36 1,720 113003 SEALCOAT BRATTON RD SUMMERTIME WINDY WAY LOCAL 74 5 255 36 1,020 113005 SEALCOAT BRATTON RD WINDY WAY SPRING WIND LOCAL 74 5 270 36 1,080 113007 SEALCOAT BRATTON RD SPRING WIND WEST WIND LOCAL 74 5 270 36 1,080 113009 SEALCOAT BRATTON RD WEST WIND ANASTASIA LOCAL 74 5 270 36 1,080 113010 SEALCOAT BRATTON RD ANASTASIA SUMMER WIND LOCAL 74 5 270 36 1,080 113011 SEALCOAT BRATTON RD SUMMER WIND WEBER LOCAL 74 5 315 36 1,260 186250 SEALCOAT CEDAR HOLLOW CT QUAIL RUN DR DEAD END LOCAL 71 5 490 24 1,307 187900 SEALCOAT CEDAR PASS DR EVERHART RD EDGEBROOK COLLECTOR 79 5 170 36 680 188000 SEALCOAT CEDAR PASS DR EDGEBROOK WINROCK LN COLLECTOR 79 5 285 36 1,140 188100 SEALCOAT CEDAR PASS DR WINROCK LN PRAIRIE DR COLLECTOR 79 5 720 36 2,880 188200 SEALCOAT CEDAR PASS DR PRAIRIE DR FRUITWOOD DR COLLECTOR 79 5 940 36 3,760 188300 SEALCOAT CEDAR PASS DR FRUITWOOD DR SMOKEWOOD DR COLLECTOR 79 5 265 36 1,060 188400 SEALCOAT CEDAR PASS DR SMOKEWOOD DR SUN WOOD DR COLLECTOR 79 5 250 36 1,000 188500 SEALCOAT CEDAR PASS DR SUN WOOD DR RIDGE STONE COLLECTOR 79 5 420 36 1,680 363050 SEALCOAT GARNET CT AQUAMARINE DR D E(N) LOCAL 75 5 500 24 1,333 380725 SEALCOAT GOSHEN CT BARNARD DR DEAD END LOCAL 71 5 310 24 827 473800 SEALCOAT KENITH CIR STAPLES LOST CREEK LOCAL 77 5 540 24 1,440 473900 SEALCOAT KENITH CIR LOST CREEK DEAD END W LOCAL 77 5 150 24 400 561700 SEALCOAT LYONS ST AIRLINE RD BIRMINGHAM LOCAL 73 5 985 24 2,627 561800 SEALCOAT LYONS ST BIRMINGHAM COASTALWIND LOCAL 73 5 275 24 733 580550 SEALCOAT MASADA CT BARNARD DR DEAD END LOCAL 75 5 340 24 907 611850 SEALCOAT MONTSERRAT DR GINGERBERRY DR SHAYAN LOCAL 72 5 290 24 773 611851 SEALCOAT MONTSERRAT DR SHAYAN ARYAN LOCAL 72 5 290 24 773 648450 SEALCOAT NARSONNE ST ALLIER ST BAYONNE ST LOCAL 78 5 800 24 2,133 648452 SEALCOAT NARSONNE ST BAYONNE ST BEAVAIS DR LOCAL 78 5 380 24 1,013 40850 SEALCOAT ALT AQUAMARINE DR AMETHYST DR TOPAZ CT LOCAL 80 5 235 24 627 40852 SEALCOATALT AQUAMARINE DR TOPAZ CT GARNET CT LOCAL 80 5 250 24 667 40853 SEALCOAT ALT AQUAMARINE DR GARNET CT SAPPHIRE CT LOCAL 80 5 250 24 667 40854 SEALCOAT ALT AQUAMARINE DR SAPPHIRE CT AMETRINE DR LOCAL 80 5 140 24 373 102050 SEALCOAT ALT BOAR THICKET DR CEDAR BRUSH DR TRAIL CREEK DR LOCAL 83 5 220 24 587 102051 SEALCOAT ALT BOAR THICKET DR TRAIL CREEK DR WHITE DOVE DR LOCAL 83 5 305 24 813 102052 SEALCOAT ALT BOAR THICKET DR WHITE DOVE DR BUSH CREEK DR LOCAL 83 5 265 24 707 738100 SEALCOAT ALT PLAYER SARATOGA RD MEANDERING COLLECTOR 85 5 495 36 1,980 738200 SEALCOAT ALT PLAYER MEANDERING WINGFOOT COLLECTOR 85 5 290 36 1,160 738300 SEALCOAT ALT PLAYER WINGFOOT MIDDLECOFF COLLECTOR 85 5 380 36 1,520 11/28/2017 6 CITY SEAL COAT WORK PLAN-2018 r� � iry m. .a„n = 32000 CITY SEALCOAT ALMA DODY LAMONT LOCAL 75 2 1,015 24 2,707 71649 CITY SEALCOAT BAY MOON CT DAYS END DR DEAD END(E) LOCAL 75 3 500 24 1,333 88000 CITY SEALCOAT BEXAR DR MILAM DR SEGUIN DR LOCAL 83 3 335 24 893 91900 CITY SEALCOAT BLACK OAK SCARLET OAK DEAD END N LOCAL 78 4 470 24 1,253 104600 CITY SEALCOAT BONHAM ST JOHANNA SACKY LOCAL 84 3 655 24 1,747 114200 j CITY SEALCOAT BRAWNERS LAZY LN GREENGROVE COLLECTOR 73 2 280 25 778 114300 CITY SEALCOAT BRAWNERS GREENGROVE DEVON COLLECTOR 73 2 290 25 806 114400 CITY SEALCOAT BRAWNERS DEVON CAMBRIDGE COLLECTOR 73 2 290 25 806 131700 CITY SEALCOAT BROOKE RD RODDFIELD QUAIL RUN COLLECTOR 74 5 1,570 19 3,314 131702 CITY SEALCOAT BROOKE RD QUAIL RUN WHITETAIL COLLECTOR 74 5 710 19 1,499 131704 CITY SEALCOAT BROOKE RD WHITE TAIL END OF PAVEMENT COLLECTOR 74 5 370 19 781 145300 CITY SEALCOAT BUSHICK DEAD END E SURFSIDE BLVD LOCAL 74 1 550 24 1,467 167500 CITY SEALCOAT CARLOW DR CARLOW CIR SHEA PKWY E LOCAL 73 3 490 24 1,307 204900 CITY SEALCOAT CHURCH ST HIGHWAY 9 DEAD END N LOCAL 71 1 765 18 1,530 208547 CITY SEALCOAT CITRUS VALLEY SUTHERLAND VAN HYFTTE LOCAL 75 5 270 24 720 208548 CITY SEALCOAT CITRUS VALLEY VAN HYFTTE STETSON LOCAL 75 5 270 24 720 208549 CITY SEALCOAT CITRUS VALLEY STETSON LIPES LOCAL 75 5 185 24 493 208550 CITY SEALCOAT CITRUS VALLEY LIPES OLIVE GROVE LOCAL 75 5 275 24 733 210100 CITY SEALCOAT CLARIDE WALDRON RD JANE COLLECTOR 75 4 1,140 19 2,407 210200 CITY SEALCOAT CLARIDE JANE MOUNTS COLLECTOR 75 4 145 18 290 241170 CITY SEALCOAT COSTA BONA DR MASTERSON DR BESTERIO LOCAL 83 3 250 24 667 241160 CITY SEALCOAT COSTA BONA ST ALTA GIGONELLA MASTERSON DR LOCAL 82 3 250 24 667 252000 CITY SEALCOAT CRESTMORE CRESTHILL CRESTWATER LOCAL 81 3 420 24 1,120 252100 CITY SEALCOAT CRESTMORE CRESTWATER CRESTRIDGE LOCAL 81 3 545 24 1,453 252200 CITY SEALCOAT CRESTMORE CRESTRIDGE DEAD END N LOCAL 81 3 470 24 1,253 267456 CITY SEALCOAT DAYS END DR GREENWOOD DR BAY MOON CT LOCAL 73 3 745 24 1,987 267457 CITY SEALCOAT DAYS END DR BAY MOON CT BARRICADE(W) LOCAL 73 3 195 24 520 273598 CITY SEALCOAT DELSTARR DELSTARR HOLLY LOCAL 84 3 100 36 400 273599 CITY SEALCOAT DELSTARR DEAD END(W) DELSTARR LOCAL 84 3 300 36 1,200 273600 CITY SEALCOAT DELSTARR DELSTARR BELFAST LOCAL 84 3 155 36 620 273700 CITY SEALCOAT DELSTARR BELFAST PATRICK LOCAL 84 3 235 36 940 273800 CITY SEALCOAT DELSTARR PATRICK SCHANEN LOCAL 84 3 370 36 1,480 277304 CITY SEALCOAT DENVER LEMING LEMING LOCAL 73 4 140 27 420 277400 CITY SEALCOAT DENVER LEMING ROSEBUD LOCAL 73 4 340 27 1,020 277500 CITY SEALCOAT DENVER ROSEBUD OLEANDER LOCAL 73 4 335 27 1,005 277600 CITY SEALCOAT DENVER OLEANDER CHANDLER LOCAL 73 4 280 27 840 278750 CITY SEALCOAT DERRY DR SKYLARK DR BARRICADE(N) LOCAL 78 1 125 36 500 316600 CITY SEALCOAT ELMONT AVE LOTT AVE QUIG CIR LOCAL 75 1 280 24 747 316700 CITY SEALCOAT ELMONT AVE QUIG CIR WIRT AVE LOCAL 75 1 230 24 613 331487 CITY SEALCOAT EZEKIEL CT SETH ST DEAD END(N) LOCAL 75 4 375 24 1,000 427700 CITY SEALCOAT HIBISCUS HIGHLAND BUFORD LOCAL 76 1 545 24 1,453 427800 CITY SEALCOAT HIBISCUS BUFORD BRUCE LOCAL 76 1 550 24 1,467 429400 CITY SEALCOAT HIGHLAND AVE RUTH HIBISCUS COLLECTOR 80 1 390 41 1,777 442400 CITY SEALCOAT HORNERD PRESCOTT NIAGARA ARTERIAL 71 2 425 28 1,343 442400 CITY SEALCOAT HORNERD PRESCOTT NIAGARA ARTERIAL 71 3 425 28 1,343 442500 CITY SEALCOAT HORNERD NIAGARA STAFFORD ARTERIAL 71 2 760 28 2,402 442500 CITY SEALCOAT HORNERD NIAGARA STAFFORD ARTERIAL 71 3 760 28 2,402 442600 CITY SEALCOAT HORNERD STAFFORD SHAW ARTERIAL 71 2 290 28 917 442600 CITY SEALCOAT HORNERD STAFFORD SHAW ARTERIAL 71 3 290 28 917 442700 CITY SEALCOAT HORNERD SHAW CHULA VISTA ARTERIAL 71 2 845 28 2,671 442700 CITY SEALCOAT HORNERD SHAW CHULA VISTA ARTERIAL 71 3 845 28 2,671 442800 CITY SEALCOAT HORNERD CHULAVISTA GREENWOOD ARTERIAL 71 2 315 28 996 442800 CITY SEALCOAT HORNERD CHULA VISTA GREENWOOD ARTERIAL 71 3 315 28 996 445900 CITY SEALCOAT HOWARD CHICO NINETEENTH LOCAL 76 1 1,160 24 3,093 446000 CITY SEALCOAT HOWARD NINETEENTH BEN GARZA PARK LOCAL 76 1 600 24 1,600 446100 CITY SEALCOAT HOWARD COKE CULBERSON LOCAL 76 1 330 37 1,357 460900 CITY SEALCOAT JANE CLARIDE WEBB LOCAL 79 4 375 20 833 461000 CITY SEALCOAT JANE WEBB SCOTLAND LOCAL 79 4 385 20 856 461100 CITY SEALCOAT JANE SCOTLAND JESTER LOCAL 79 4 370 20 822 463575 CITY SEALCOAT JEREMIAH CT SETH ST DEAD END(N) LOCAL 71 4 380 24 1,013 487225 CITY SEALCOAT KITTY HAWK DR S STAPLES ST OSHKOSH DR COLLECTOR 81 5 325 36 1,300 487227 CITY SEALCOAT KITTY HAWK DR OSHKOSH DR NEMESIS DR COLLECTOR 81 5 1,095 36 4,380 487229 CITY SEALCOAT KITTY HAWK DR NEMESIS DR MARAUDER DR COLLECTOR 81 5 770 36 3,080 487231 CITY SEALCOAT KITTY HAWK DR MARAUDER DR BARRICADE(S) COLLECTOR 81 5 320 36 1,280 518300 CITY SEALCOAT LAWRENCE ST CHAPARRAL WATER ST COLLECTOR 75 1 370 38 1,562 554100 CITY SEALCOAT I LOTT AVENUE HEARN RD MATT AVE LOCAL 81 1 520 44 2,542 554200 CITY SEALCOAT ILOTTAVENUE IMATT AVE IFONTANA ILOCAL 181 1 1 1 150 1 44 1 733 11/28/2017 1 CITY SEAL COAT WORK PLAN-2018 r� � iry m. .a„n = 554300 CITY SEALCOAT LOTTAVENUE FONTANA ELMONTAVE LOCAL 81 1 250 44 1,222 554400 CITY SEALCOAT LOTTAVENUE ELMONTAVE YELLOW OAK AVE LOCAL 81 1 945 44 4,620 556800 CITY SEALCOAT LOUISIANA S STAPLES S SWANTNER COLLECTOR 73 2 350 27 1,050 556900 CITY SEALCOAT LOUISIANA SWANTNER FIFTEENTH COLLECTOR 73 2 880 27 2,640 557000 CITY SEALCOAT LOUISIANA S FIFTEENTH ALAMEDA S COLLECTOR 73 2 1,280 27 3,840 557100 CITY SEALCOAT LOUISIANA ALAMEDAS LAWNVIEW COLLECTOR 73 2 940 27 2,820 557200 CITY SEALCOAT LOUISIANA LAWNVIEW SANTA FE COLLECTOR 73 2 650 27 1,950 563600 CITY SEALCOAT MAC ARTHUR ROSLYN HORNE RD LOCAL 84 2 520 42 2,427 563500 CITY SEALCOAT MAC ARTHUR BURNETT ROSLYN LOCAL 84 2 780 42 3,640 640700 CITY SEALCOAT MC CLENDON ALAMEDA S REID DR LOCAL 82 2 695 24 1,853 587400 CITY SEALCOAT MEDITERRANEAN WALDRON OTRANTO COLLECTOR 72 4 860 36 3,440 595600 CITY SEALCOAT MESQUITE STARR PEOPLES COLLECTOR 71 1 360 38 1,520 595700 CITY SEALCOAT MESQUITE PEOPLES SCHATZEL COLLECTOR 71 1 155 38 654 595800 CITY SEALCOAT MESQUITE SCHATZEL LAWRENCE COLLECTOR 71 1 365 37 1,501 595900 CITY SEALCOAT MESQUITE LAWRENCE WILLIAMS COLLECTOR 71 1 360 37 1,480 596150 CITY SEALCOAT MESQUITE RIDGE DR ALTA VISTA DR MOTTS DR LOCAL 70 1 250 24 667 596155 CITY SEALCOAT MESQUITE RIDGE DR MOTTS DR DEAD END(N) LOCAL 70 1 120 24 320 628000 CITY SEALCOAT MUSSETT STAPLES N ALAMEDA N LOCAL 82 1 410 24 1,093 628200 CITY SEALCOAT MUSSETT SAM RANKIN ALAMEDAN LOCAL 82 1 170 24 453 628300 CITY SEALCOAT MUSSETT JOSEPHINE SAM RANKIN LOCAL 82 1 350 24 933 628400 CITY SEALCOAT MUSSETT MEXICO JOSEPHINE LOCAL 82 1 350 24 933 628500 CITY SEALCOAT MUSSETT MEXICO LOWELL LOCAL 82 1 355 24 947 628600 CITY SEALCOAT MUSSETT LOWELL BROWNLEE LOCAL 82 1 180 24 480 735450 CITY SEALCOAT PICANTE DR CIMARRON BLVD MACARENA DR LOCAL 66 5 145 24 387 735451 CITY SEALCOAT PICANTE DR MACARENA DR SALSA DR LOCAL 66 5 820 24 2,187 737350 CITY SEALCOAT PIONEER DR MC KINZIE RD WIND ROCK LOCAL 79 1 760 24 2,027 737352 CITY SEALCOAT PIONEER DR MC KINZIE RD GOLD RUSH LN LOCAL 79 1 160 24 427 737354 CITY SEALCOAT PIONEER DR GOLD RUSH LN JESSE JAYE DR LOCAL 79 1 410 24 1,093 737356 CITY SEALCOAT PIONEER DR JESSE JAYE DR YEAGER DR LOCAL 79 1 270 24 720 737358 CITY SEALCOAT PIONEER DR YEAGER DR ROBBY DR LOCAL 79 1 175 24 467 773530 CITY SEALCOAT RED RIVER DR RIVER HILL DR BENNYVILLE DR LOCAL 80 1 160 24 427 773560 CITY SEALCOAT RED RIVER DR BENNYVILLE DR CROSS RIVER DR LOCAL 80 1 710 24 1,893 789700 CITY SEALCOAT RIVER CANYON TEAGUE LN ROLLING RIDGE COLLECTOR 78 1 580 36 2,320 789800 CITY SEALCOAT RIVER CANYON ROLLING RIDGE EXCHEQUER COLLECTOR 78 1 265 36 1,060 789900 CITY SEALCOAT RIVER CANYON EXHEQUER DEAD END W COLLECTOR 78 1 150 36 600 811200 CITY SEALCOAT RUGGED RIDGE CEDAR PASS DEAD END S LOCAL 75 5 520 24 1,387 840550 CITY SEALCOAT SCABBARD DR DURANT DR WOOLDRIDGE RD LOCAL 74 5 665 24 1,773 851300 CITY SEALCOAT SEGUIN DR SOKOL DR BEXAR DR LOCAL 74 3 515 24 1,373 873700 CITY SEALCOAT SILVER HOLLOW LAKE NEUCHATEU GOLD RIDGE RD LOCAL 71 5 635 24 1,693 879550 CITY SEALCOAT SKYLARK DR SKYLINE DR DERRY DR LOCAL 79 1 1,570 24 4,187 879910 CITY SEALCOAT SKYLINE DR DERRY BENYS LOCAL 67 1 960 24 2,560 879950 CITY SEALCOAT SKYLINE DR LANTANA ST SKYLARK DR LOCAL 67 1 250 36 1,000 886000 CITY SEALCOAT SORRELL ALAMEDA S REID DR LOCAL 72 2 740 24 1,973 920900 CITY SEALCOAT STLAURENT MARSEILLE DENAIN DR LOCAL 70 5 955 24 2,547 921000 CITY SEALCOAT STLAURENT DENAIN DR OSO PARKWAY LOCAL 70 5 200 24 533 910050 CITY SEALCOAT STETSON CITRUS VALLEY DEAD END LOCAL 70 5 200 24 533 910300 CITY SEALCOAT STILL BROOK WOOLDRIDGE RD CROOKED CREEK LOCAL 75 5 295 24 787 910400 CITY SEALCOAT STILL BROOK CROOKED CREEK LONG CREEK LOCAL 75 5 270 24 720 944750 CITY SEALCOAT TAPESTRY DR SPANISH WOOD DR NATCHEZ DR LOCAL 83 5 275 24 733 944752 CITY SEALCOAT TAPESTRY DR NATCHEZ DR BOARDWALK DR LOCAL 83 5 805 24 2,147 951800 CITY SEALCOAT TEXAN TRAIL STAPLES BUCCANEER(PVT) COLLECTOR 80 2 1,250 54 7,500 951805 CITY SEALCOAT TEXAN TRAIL BUCCANEER(PVT) SWANTNER COLLECTOR 80 2 160 54 960 954300 CITY SEALCOAT THERESA DEAD END W EVELYN LOCAL 68 2 165 17 312 954400 CITY SEALCOAT THERESA EVELYN HELEN LOCAL 68 2 330 18 660 956000 CITY SEALCOAT THIRD ST MORGAN CRAIG COLLECTOR 81 2 590 40 2,622 956100 CITY SEALCOAT THIRD ST CRAIG BUFORD COLLECTOR 81 2 445 40 1,978 956200 CITY SEALCOAT THIRD ST BUFORD HANCOCK COLLECTOR 81 2 330 38 1,393 957600 CITY SEALCOAT TIGER LN CARROLLLN HONEYSUCKLE COLLECTOR 79 3 170 37 699 957700 CITY SEALCOAT TIGER LN HONEYSUCKLE LAMP POST COLLECTOR 79 3 620 37 2,549 957800 CITY SEALCOAT TIGER LN LAMP POST SURREY COLLECTOR 79 3 405 37 1,665 957900 CITY SEALCOAT TIGER LN SURREY PONDEROSA COLLECTOR 79 3 300 37 1,233 958000 CITY SEALCOAT TIGER LN PONDEROSA SHASTA COLLECTOR 79 3 270 37 1,110 958100 CITY SEALCOAT TIGER LN SHASTA CARRIAGE COLLECTOR 79 3 270 37 1,110 974850 CITY SEALCOAT TURKEY HOLLOW CT DOVE SPRINGS DR DEAD END(S) LOCAL 84 5 340 24 907 974875 CITY SEALCOAT TURKEY SPRINGS DR BRUSH CREEK DR OAK HOLLOW DR LOCAL 86 5 285 24 760 974876 CITY SEALCOAT TURKEY SPRINGS DR OAK HOLLOW DR TRAIL CREEK DR LOCAL 86 5 255 24 680 974877 CITY SEALCOAT TURKEY SPRINGS DR TRAIL CREEK DR QUAIL RUN DR LOCAL 86 5 200 24 533 11/28/2017 2 CITY SEAL COAT WORK PLAN-2018 r� � iry m. .a„n = 974878 CITY SEALCOAT TURKEY SPRINGS DR QUAIL RUN DR DOVE SPRINGS DR LOCAL 86 5 135 24 360 974879 CITY SEALCOAT TURKEY SPRINGS DR DOVE SPRINGS DR DEAD END(S) LOCAL 86 5 210 24 560 985104 CITY SEALCOAT UP RIVER RD IH 37 ACCESS RAMP SANDY RIDGE COLLECTOR 64 1 875 20 1,944 985200 CITY SEALCOAT UP RIVER RD SANDY RIDGE NUECESTOWN COLLECTOR 64 1 1,145 20 2,544 985204 CITY SEALCOAT UP RIVER RD NUECESTOWN HART COLLECTOR 64 1 1,160 20 2,578 992150 CITY SEALCOAT VAN HYFTTE CITRUS VALLEY DEAD END LOCAL 79 5 200 24 533 1018500 CITY SEALCOAT WEBB DEAD END(E) JANE LOCAL 82 4 170 19 359 1018600 CITY SEALCOAT WEBB JANE NAS DR LOCAL 82 4 1,095 19 2,312 1026600 CITY SEALCOAT WEST POINT COLUMBIA DR GREENWOOD COLLECTOR 73 3 1,275 41 5,808 1032950 CITY SEALCOAT WHITE DOVE DR BOAR THICKET DR QUAIL CREEK DR LOCAL 83 5 400 24 1,067 1033450 CITY SEALCOAT WHITE TAIL DR BROOKE RD(CR-2 CEDAR BRUSH DR LOCAL 85 5 385 24 1,027 1031200 CITY SEALCOAT WHITECAP BLVD PARK ROAD 22 CHRIS CRAFTS R COLLECTOR 81 4 500 56 3,111 1031300 CITY SEALCOAT WHITECAP BLVD CHRIS CRAFTS R CRUISER ST COLLECTOR 81 4 285 56 1,773 1031400 CITY SEALCOAT WHITECAP BLVD CRUISER ST GYPSY ST COLLECTOR 81 4 1,480 56 9,209 1031500 CITY SEALCOAT WHITECAP BLVD GYPSY ST DAS MARINAS DR COLLECTOR 81 4 655 56 4,076 1031700 CITY SEALCOAT WHITECAP BLVD DAS MARINAS DR BARATARIA DR COLLECTOR 81 4 265 56 1,649 1031800 CITY SEALCOAT WHITECAP BLVD BARATARIA DR BLACKBEARD DR COLLECTOR 81 4 945 56 5,880 1031900 CITY SEALCOAT WHITECAP BLVD BLACKBEARD DR YARDARM CT COLLECTOR 81 4 305 56 1,898 1032000 CITY SEALCOAT WHITECAP BLVD YARDARM CT AQUARIUS ST COLLECTOR 81 4 550 56 3,422 1032100 CITY SEALCOAT WHITECAP BLVD AQUARIUS ST MAIN ROYAL ST COLLECTOR 81 4 365 56 2,271 1032200 CITY SEALCOAT WHITECAP BLVD MAIN ROYAL ST CAPSTAN ST COLLECTOR 81 4 270 56 1,680 1032300 CITY SEALCOAT WHITECAP BLVD CAPSTAN ST CARAVEL DR COLLECTOR 81 4 275 56 1,711 1032400 CITY SEALCOAT WHITECAP BLVD CARAVEL DR CARTAGENA CT COLLECTOR 81 4 460 56 2,862 1032500 CITY SEALCOAT WHITECAP BLVD CARTAGENA CT TESORO DR COLLECTOR 81 4 550 56 3,422 1032600 CITY SEALCOAT WHITECAP BLVD TESORO DR REALES DR COLLECTOR 81 4 250 56 1,556 1032700 CITY SEALCOAT WHITECAP BLVD REALES DR ISLA PINTA CT COLLECTOR 81 4 390 56 2,427 1032800 CITY SEALCOAT WHITECAP BLVD ISLA PINTA CT ISABELLA CT COLLECTOR 81 4 340 56 2,116 1032900 CITY SEALCOAT WHITECAP BLVD ISABELLA CT BONASSE COLLECTOR 81 4 360 56 2,240 1032904 CITY SEALCOAT WHITECAP BLVD BONASSE DEAD END W COLLECTOR 81 4 295 56 1,836 1033800 CITY SEALCOAT WHITEWING FOX RUN PHEASANT LOCAL 83 5 575 24 1,533 1033900 CITY SEALCOAT WHITEWING PHEASANT OPENGATE LOCAL 83 5 1,200 24 3,200 1036449 CITY SEALCOAT WILDFIRE DR LOIRE BLVD BOBTAIL DR LOCAL 85 5 305 36 1,220 1036450 CITY SEALCOAT WILDFIRE DR BOBTAIL DR QUEEN BESS DR LOCAL 85 5 320 36 1,280 1036451 CITY SEALCOAT WILDFIRE DR QUEEN BESS DR MAXIMUS LOCAL 85 5 275 36 1,100 1047050 CITY SEALCOAT WIND ROSE DR WOOLDRIDGE RD WINDBLOWN DR LOCAL 82 5 790 24 2,107 1045650 CITY SEALCOAT WINDBLOWN DR WOOLDRIDGE RD WIND ROSE DR LOCAL 69 5 555 24 1,480 1045651 CITY SEALCOAT WINDBLOWN DR WOOLDRIDGE RD WINDVANE RD LOCAL 69 5 500 24 1,333 1047350 CITY SEALCOAT WINDVANE RD WINDBLOWN DR SONGBIRD LN LOCAL 79 5 275 24 733 1047351 CITY SEALCOAT WINDVANE RD SONGBIRD LN WINDHOLLOW RD LOCAL 79 5 275 24 733 1048162 CITY SEALCOAT WINDY CREEK DR GENTLE WIND AV WINDHOLLOW DR LOCAL 83 5 470 24 1,253 1048163 CITY SEALCOAT WINDY CREEK DR WINDHOLLOW DR DEAD END LOCAL 83 5 520 24 1,387 1051250 CITY SEALCOAT WISHBONE CT DURANT DR DEAD END LOCAL 88 5 530 24 1,413 1051600 CITY SEALCOAT WOLF DR BOBCAT DR MOOSE LOCAL 71 5 1,020 24 2,720 1051700 CITY SEALCOAT WOLF DR MOOSE BISON LOCAL 71 5 740 24 1,973 1061600 CITY SEALCOAT YELLOW OAK AVE LOTT AVENUE VELDA DR COLLECTOR 74 1 125 36 500 1061610 CITY SEALCOAT YELLOW OAK AVE VELDA DR DUNSTAIN ST COLLECTOR 74 1 165 36 660 1061620 CITY SEALCOAT YELLOW OAK AVE DUNSTAIN ST BARRICADE(E) COLLECTOR 74 1 85 36 340 1061700 CITY SEALCOAT YELLOW OAK AVE iDEAD END W LOTT AVENUE COLLECTOR 74 1 700 36 2,800 11/28/2017 3 Street Preventative Maintenance Program (BPMF) Update & 2018 Work Plan Council Presentation December 12, 2017 Street Improvement Plan (SIP) Street Preventative Maintenance Program (SPMP) RECONSTRUCTI a; - LOCAL RESIDENTIAL Citywide Street Maintenance SPMP Overlays Streets w/ PCI — 56 75% of Funding ADA Improvements Performed Year round Seal Coats Streets w/ PCI — 71 25% of Funding Minimal Curb & Gutter Imp. Subject to weather conditions Street Operations Seal Coats Streets w/ PCI — 71 Operating Budget Minimal Curb & Gutter Imp. Subject to weather conditions 2014 (Year 1) SPMP Streets Maintained SYs Linear Miles 58 289,903 17 84 430,775 26 64 350,028 21 % Arterial 39% 31% 27% % Collector 12% 22% 20% % Residential/Local 49% 47% 53% Status Completed Completed Completed Feb. 2015 Oct. 2015 Sep. 2014 206 1,070,706 64 2015 (Year 2) SPMP Streets Maintained SYs Linear Miles 45 199,949 14 53 216,280 15 52 274,331 19 % Arterial 20% 36% 50% % Collector 24% 17% 8% % Residential/Local 56% 47% 42% Status Completed Completed Completed Jul. 2016 Sep. 2017 Oct. 2015 150 690,560 49 2016 (Year 3) SPMP Streets Maintained SYs Linear Miles 62 303,170 22 96 332,007 24 85 353,045 25 % Arterial 31% 5% 13% % Collector 18% 25% 30% % Residential/Local 51% 70% 56% Status Complete Completed Completed Jan. 2018 Sep. 2017 Nov. 2016 243 988,221 70 *Executed concurrently with 2015 Work Plan 2017 (Year 4) SPMP Streets Maintained SYs Linear Miles 37 238,643 17 23 241,452 17 69 288,262 20 % Arterial 30% 48% 0% % Collector 21% 21% 38% % Residential/Local 49% 31% 62% Status In progress In progress Completed Sep. 2017 129 768,357 55 Overlay (Contractor) # Streets Square Yards 4 -Year Summary 58 289,903 45 199,949 2016 (Year 3) 62 303,170 1 37 238,643 202 1,031,665 Miles 17 14 22 17 70 Seal (Contractor) # Streets 84 53 96 23 256 Square Yards 430,775 216,280 332,007 241,452 1,220,514 Miles 26 15 24 17 82 Seal (City) # Streets 64 52 85 69 270 Square Yards 350,028 274,331 353,045 288,262 1,265,666 Miles 21 19 25 20 86 Total # Streets 206 150 243 129 728 Square Yards 1,070,706 690,560 988,222 768,357 3,517,845 Miles 64 49 70 55 238 PERCENT OF STREET NETWORK MAINTAINED (BY CLASS) Arterials Collectors Residential Total Network Over 4 Years: 23% 19% 15% 17% 2018 (Year 5) SPMP Work Plan SPMP Street Selection Criteria (Presented 11/19/2013) 1. Work based on Pavement Condition Index (PCI) scores: ✓ Approximately 56 for Overlays and 71 for Seal Coat ✓ Work the ones closest to 56 and 71 first 2. Distribute by District based on Capital Assets needing Maintenance (% of Network) 3. Distribute by Street Classification (Residential, Collectors & Arterials) based on Capital Assets (% of Network) 4. Coordinate work for Residential by Neighborhood and initial subdivision construction dates 5. Distribute work by percentage of Overlay and Seal Coats 6. Prioritize by traffic loads causing potential premature failure of roadway 2018 (Year 5) Work Plan Target Need by District Need by Road Classification Work Plan by District Work Plan by Road Class Target percentages based on Square Yards of Pavement in each District/Category relative to the total City System. 2018 (Year 5) SPMP Work Plan Streets Maintained SYs Linear Miles 52 252,039 15 42 232,621 11 73 294,546 16 % Arterial 37% 38% 6% % Collector 14% 23% 48% % Residential/Local 50% 39% 46% 167 779,205 42 Overlay (Contractor) # Streets 5 -Year Summary 58 45 2016 (Year 3) 62 37 52 254 Square Yards 289,903 199,949 303,170 238,643 252,039 1,283,704 Miles 17 14 22 17 15 85 Seal (Contractor) # Streets 84 53 96 23 42 298 Square Yards 430,775 216,280 332,007 241,452 232,621 1,453,135 Miles 26 15 24 17 11 93 Seal (City) # Streets 64 52 85 69 73 343 Square Yards 350,028 274,331 353,045 288,262 294,546 1,560,212 Miles 21 19 25 20 16 102 Total # Streets 206 150 243 129 167 895 Square Yards 1,070,706 690,560 988,222 768,357 779,206 4,297,051 Miles 64 49 70 55 42 280 PERCENT OF STREET NETWORK MAINTAINED (BY CLASS) Arterials Collectors Residential Total Network Over 5 Years: 27% 25% 18% 21% Approve 2018 Work Plan (Resolution —This Item) Approve AE Contract Amendment (Separate Item) V' For Delivery Order Development 14 SPMP Program Status Website for Program status reports: http://www.cctexas.com/departments/street-operations-department/street- project-status-updates 15 Extending the life of our streets. 2018 SPMP Work Plan wiligigo, 101 \I TRICT 44bISTRICT 4 D{STRICT ------- .--<:-------. ' ----k , . k-- , ' k 7- ' k --' , . ' 't ,.- -4 --,----iii \ • v ' it —i :: :--,;_ foqiitie. 11,-...4-,..:., ..,, 1 1i,att,-- \ ------ -!-'-'-, DISTRICT5 -‘, i , --\,-,--,., --„,„ ,,- ,-: --, 00 � so w �a o v AGENDA MEMORANDUM NCORPOR` Future Item for the City Council Meeting of December 12, 2017 1852 Action Item for the City Council Meeting of December 19, 2017 DATE: December 4, 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: J. H. Edmonds, P. E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Andres Leal, Jr., P. E., Director of Street Operations andyl@cctexas.com (361) 826-1957 Professional Services Contract Street Preventative Maintenance Program (SPMP) FY 2018 CAPTION: Motion authorizing the City Manager, or designee, to execute a professional services contract with LNV, Inc. of Corpus Christi, Texas in the amount of$698,457 for continued implementation of the 2018 Citywide Street Preventative Maintenance Program (SPMP). PURPOSE: The purpose of this Agenda Item is to obtain authority to execute an Amendment to the professional services contract with LNV, Inc. for preparation of Delivery Orders (DOs)for the SPMP 2018 Work Plan. BACKGROUND AND FINDINGS: This project is a continuation of the City Council approved 10-year Street Preventative Maintenance Program (SPMP)funded in part by the Street Maintenance Fee (SMF). This item provides the engineering contract Amendment for preparation of Delivery Orders (DO's)for the 2018 Work Plan. To date, over 500 streets have received seal coats or overlays. A program update is planned for presentation to City Council in conjunction with the 2018 Work Plan. This contract Amendment provides for the engineering, site investigations, and preparation of Delivery Orders (DO's)for the 2018 program for both overlays and seal coats for the selected arterial, collector and local (residential) streets on a Time and Material fee basis. The work includes preparation of multiple "Delivery Orders" (DO's) for over 150 streets. The consultant engineer must conduct multiple site visits and meetings with both the City and contractors to develop detailed site-specific scope and quantities for each street within each DO. The contractor's bid prices will be used for each item. Each DO requires the following minimum documentation: 1. Short narrative of expected work for each street 2. Detailed listing of included streets with specific construction activities for each street; including: a. Pavement surface treatment type and quantities b. Base and subgrade repairs with type and quantities c. Curb & gutter repair/replacement d. Driveway, sidewalk and ADA ramp upgrades e. Utility adjustments for valve boxes, manholes, etc. f. Other miscellaneous features of work as required (signs, tree removal, etc.) 3. Specific cost data utilizing unit bid prices for construction activities by street 4. Aerial photo plans, depicting limits of construction, areas of pavement repair, and any items required that are included in unit price bids 5. Any additional information that may assist the Contractor during construction The material testing that accompanies construction work for SPMP 2018 will be part of the Master Services Agreement (MSA) on a related council agenda item. ALTERNATIVES: 1. Authorize execution of engineering design contract. (Recommended) 2. Do not authorize execution of engineering design contract. (Not recommended) OTHER CONSIDERATIONS: LNV, Inc. is the design engineer selected for this project under RFQ 2016-01. CONFORMITY TO CITY POLICY: This contract complies with City policy regarding Professional Service Contracts and financial policies. EMERGENCY/ NON-EMERGENCY: Not applicable DEPARTMENTAL CLEARANCES: Street Department FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year Project to Date Current Year Future Years TOTALS 2017-2018 Expenditures -Budget $49,800 $17,550,181 $17,599,981 Encumbered / 49,800 0 49,800 Expended Amount This item 698,457 698,457 Future Anticipated Expenditures This 16,834,000 16,834,000 Project BALANCE $0 $17,724 $17,724 Fund(s): FY 2018 Street Operating and Bond 2016 Comments: N/A RECOMMENDATION: City staff recommends approval of the professional services contract with LNV, Inc. in the amount of $698,457 for 2018 Street Preventative Maintenance Program. LIST OF SUPPORTING DOCUMENTS: Project Budget Presentation Engineering Design Contract PROJECT BUDGET ESTIMATE STREET PREVENTATIVE MAINTENANCE PROGRAM FY 2018 PROJECT FUNDS AVAILABLE: Street Operating Budget FY 2018.................................................................... $ 15,299,981 Bond Issue 2016.......................................................................................... 2,300,000 TOTAL....................................................................................................... 17,599,981 FUNDS REQUIRED: Construction................................................................................................ 16,100,000 Construction (estimate) Sealcoat............................................... 3,450,000 Construction (estimate) Overlay................................................. 12,650,000 Contingency (0%)................................................................... 0 DesignFees:............................................................................................... 797,257 Preliminary Design (LNV)......................................................... 49,800 Engineering Service Contract (LNV, Inc.)....THIS ITEM............... 698,457 Geotechnical Inspection (Estimate)............................................ 49,000 Testing and Inspection:.................................................................................. 376,000 Construction Materials Testing - Overlay (Estimate)...................... 100,000 Construction Inspection (estimate)............................................. 276,000 Reimbursements......................................................................................... 309,000 Contract Administration (Engineering/Finance/Capital Budget)......... 132,000 Engineering Services (Project Mgt/Constr Mgt)............................. 176,000 Misc. (Printing, Advertising, etc.)................................................ 1,000 TOTAL....................................................................................................... 17,582,257 ESTIMATED PROJECT BUDGET BALANCE................................................... $ 17,724 Corpus Chr`sti Engineering Street Preventative Maintenance Program (BPMF) FY 2018 Professional Services Contract Council Presentation December 12, 2017 Project Scope Corpus Chr'sti Engineering ➢ Professional Services Contract ✓ Work Plan Development — Original Contract for FY2018 (Program Year -5) o Developed "candidate list" using SPMP Guiding Principles o Prepared Final Work Plan ✓ Work Plan Implementation - Amendment No. 1 (THIS ITEM) o Prepare Delivery Orders (DO's) by District surfacing need for: • Local Roads, Collectors, and Arterials • Issue DO's for Overlays and Sealcoats, per effective past procedures o Responsible for public outreach o Coordinate with other area repairs o Perform construction warranty phase services Project Schedule Corpus Chr'sti Engineering 2017 2018 NDJ FMAMJ J A SOND Delivery Order Preparation Program Estimate: 365 Days N 12 months CITY OF CORPUS CHRISTI AMENDMENT NO. 1 CONTRACT FOR PROFESSIONAL SERVICES E17058 STREET PREVENTATIVE MAINTENANCE PROGRAM FY 2018 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 LNV, Inc., a Texas corporation, 801 Navigation, Suite 300, Corpus Christi, Nueces County, Texas 78408, (Consultant), hereby agree as follows- TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES...................................................................2 ARTICLE II QUALITY CONTROL-----------------------------------------------------------------------3 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....................................................7 ARTICLE X OWNER REMEDIES -----------------------------------------------------------------------7 ARTICLE XI CONSULTANT REMEDIES.............................................................8 ARTICLE XII CLAIMS AND DISPUTE RESOLUTION ..........................................8 ARTICLE XIII MISCELLANEOUS PROVISIONS.................................................10 EXHIBITS Page 1 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\SPMP STREET PREVENTATIVE MAINTENANCE PROGRAM\E17058 SPMP YEAR 5 FY 2018\CONSULTANT LNV ENGINEERING\2 AMENDMENT NO.1 LNV ENGINEERING\2017-0907 CONTRACT PROFESSIONAL SERVICES.DOC 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. The approved Scope of Services defines the services to be performed by Consultant under this Agreement. 1.2 Consultant shall follow City Codes and Standards effective at the time of the execution of the contract. At review milestones, the Consultant and City will review the progress of the plans to ensure that City Codes and Standards are followed 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. Upon request, Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the % of work performed by subconsultant (in dollars). Changes in Consultant's proposed team as specified in the SOQ or Scope of Services must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized underthis 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 necessaryforthe 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 attached 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. 1.6.3 The Consultant agrees to assist the City in evaluating the qualifications of the prospective contractors, subcontractors and suppliers. 1.7 For projects that require subsurface utility investigation: 1.7.1 The Consultant agrees to prepare and submit to the City prior to the 60% submittal a signed and sealed report identifying all utilities within the project area at the Quality Level specified in Exhibits A and A- 1. It is assumed that all utilities will be identified using Quality Level A exploratory excavation unless stated otherwise. 1.7.2 Utilities that should be identified include but are not limited to utilities owned by the City, local franchises, electric companies, communication companies, private pipeline companies and 3,d party owners/operators. Page 2 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\SPMP STREET PREVENTATIVE MAINTENANCE PROGRAM\E17058 SPMP YEAR 5 FY 2018\CONSULTANT LNV ENGINEERING\2 AMENDMENT NO.1 LNV ENGINEERING\2017-0907 CONTRACT PROFESSIONAL SERVICES.DOC 1.8 For project with potential utility conflicts: 1.8.1 The Consultant agrees to coordinate the verification and resolution of all potential utility conflicts. 1.8.2 The Consultant agrees to prepare and submit a monthly Utility Coordination Matrix to the City. 1.9 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. 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. 2.3 Final construction documents that do not meet City standards in effect at the time of the execution of this Agreement may be rejected. If final construction documents are found not to be in compliance with this Agreement, 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 $698,457, for a restated fee not to exceed $748,257. 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. Page 3 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\SPMP STREET PREVENTATIVE MAINTENANCE PROGRAM\E17058 SPMP YEAR 5 FY 2018\CONSULTANT LNV ENGINEERING\2 AMENDMENT NO.1 LNV ENGINEERING\2017-0907 CONTRACT PROFESSIONAL SERVICES.DOC 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; 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. The right to suspend work under this provision does not relieve the City of its obligation to make payments in accordance with section 3.5 above for services provided up to the date of suspension. 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 ^^roomer+ Rgay be Page 4 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\SPMP STREET PREVENTATIVE MAINTENANCE PROGRAM\E17058 SPMP YEAR 5 FY 2018\CONSULTANT LNV ENGINEERING\2 AMENDMENT NO.1 LNV ENGINEERING\2017-0907 CONTRACT PROFESSIONAL SERVICES.DOC 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 ten 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. 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. 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, 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 Page 5 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\SPMP STREET PREVENTATIVE MAINTENANCE PROGRAM\E17058 SPMP YEAR 5 FY 2018\CONSULTANT LNV ENGINEERING\2 AMENDMENT NO.1 LNV ENGINEERING\2017-0907 CONTRACT PROFESSIONAL SERVICES.DOC 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. 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. Page 6 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\SPMP STREET PREVENTATIVE MAINTENANCE PROGRAM\E17058 SPMP YEAR 5 FY 2018\CONSULTANT LNV ENGINEERING\2 AMENDMENT NO.1 LNV ENGINEERING\2017-0907 CONTRACT PROFESSIONAL SERVICES.DOC 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 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. Page 7 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\SPMP STREET PREVENTATIVE MAINTENANCE PROGRAM\E17058 SPMP YEAR 5 FY 2018\CONSULTANT LNV ENGINEERING\2 AMENDMENT NO.1 LNV ENGINEERING\2017-0907 CONTRACT PROFESSIONAL SERVICES.DOC 10.2 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. 10.3 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. 10.4 The City may withhold or nullify the whole or part of any payment as detailed in Article III. 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. Page 8 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\SPMP STREET PREVENTATIVE MAINTENANCE PROGRAM\E17058 SPMP YEAR 5 FY 2018\CONSULTANT LNV ENGINEERING\2 AMENDMENT NO.1 LNV ENGINEERING\2017-0907 CONTRACT PROFESSIONAL SERVICES.DOC 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 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 contractor 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 Agreement. 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. Page 9 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\SPMP STREET PREVENTATIVE MAINTENANCE PROGRAM\E17058 SPMP YEAR 5 FY 2018\CONSULTANT LNV ENGINEERING\2 AMENDMENT NO.1 LNV ENGINEERING\2017-0907 CONTRACT PROFESSIONAL SERVICES.DOC 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, pursua nt to or as 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 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. Page 10 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\SPMP STREET PREVENTATIVE MAINTENANCE PROGRAM\E17058 SPMP YEAR 5 FY 2018\CONSULTANT LNV ENGINEERING\2 AMENDMENT NO.1 LNV ENGINEERING\2017-0907 CONTRACT PROFESSIONAL SERVICES.DOC Form 1295 must be electronically filed with the Texas Ethics Commission at hftps://www.ethics.state.tx.us/whatsnew/elf—info—forml295.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 hftps://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/government/city-secretary/conflict-disclosure/index. 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. 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 Articles I-XIII of this Agreement(Articles), the Articles shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI LNV,JN Jeff H. Edmonds, P. E. Date Dan S. a cker, P. ., Date Director of Engineering Services Presid C O 801 Navigation, Suite 300 Corpus Christi, TX 78408 RECOMMENDED (361) 883-1984 Office (361) 883-1986 Fax Operating Department Date APPROVED Office of Management Date and Budget Assistant City Attorney Date ATTEST City Secretary Date Page 11 Rev.17-9 K\ENGINEERING DATAEXCNANGE1VELMAP%STRE PMP STREET PREVENTATIVE MAINTENANCE PROGRAM6E17058 SPMP YEAR 5 FY 20181CONSULTANT LNV ENGINEERING%2 AMENDMENT NO 1 LNV ENGINEERING%2017 7 CONTRACT PROFESSIONAL SERVICES DOC Project Number E17058 Accounting Unit 1041-12415-051 Account 530000 Activity E17058-01-1041-EXP Account Category 30000 Fund Name Street Operating Fund Page 12 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\SPMP STREET PREVENTATIVE MAINTENANCE PROGRAM\E17058 SPMP YEAR 5 FY 2018\CONSULTANT LNV ENGINEERING\2 AMENDMENT NO.1 LNV ENGINEERING\2017-0907 CONTRACT PROFESSIONAL SERVICES.DOC EXHIBIT A SCOPE OF SERVICES {{Insert Proposal & Scope of Services from A/E}} Contract for Professional Services Exhibit A LNV SOLUTIONS TODAY WITH engineers I architects I surveyors A VISION IFOR TOMORROW September 14, 2017 J.H. Edmonds, P.E. Director of Engineering Services City of Corpus Christi P.O. Box 9277 Corpus Christi, TX 78469-9277 Re: CITY OF CORPUS CHRISTI Amendment No. 1-Street Preventative Maintenance Program (SPMP) FY-2018 (Year 5)-Indefinite Delivery Indefinite Quantity (IDIQ) City Project No. E17058 LNV Proj. No. 170259.001 Dear Mr. Edmonds: I Please allow this correspondence to serve as our formal proposal for a Contract Amendment No. 1 on the above referenced project. The Small A/E contract for this project provided for the Preliminary Work-Plan for Contractor overlays, Contractor seal coats and City seal coats for SPMP FY-2018. This contract amendment consists of the preparation and development of the necessary Indefinite Delivery/Indefinite Quantity (IDIQ) construction delivery orders for City Wide Street Overlay and Sealcoat program to support Fiscal Year 2018 (Year 5). LNV was selected as the A/E Consultant on this project from RFQ No. 2016-01. This RFQ identified this SPMP project to have a base year contract (FY-2017, Year 4) with the option of two one-year renewal options (FY-2018 & 2019, Years 5 & 6). This current Contract Amendment is for FY-2018, Year 5 of the program only. Project Description: The City of Corpus Christi, Texas, hereinafter called "City", and LNV, Inc., hereinafter called "Engineer", agree to the following contract for engineering and consulting services to perform tasks related to submitting the street IDIQ construction delivery orders for overlays and seal coats on the above referenced project. This project is a continuation of the Citywide IDIQ program for the SPMP. This project provides for the selection of candidate streets that involves assessment of the overall street condition including: pavement condition, curb and gutter, drainage, and ADA requirements to prepare the Annual Work Plan and Delivery Orders for Street Overlays and Seal Coats. Delivery Orders will consist of detailed information for location, work items, scope and quantities. AMEND. NO. 1 801 NAVIGATION I SUITE 300 1 CORPUS CHRISTI,TEXAS 73403 EXHIBIT "A" 0FRcE 361.863.1934 1 FAX 361.333.1956 1 WWW.LNVINC.COM Page 1 of 4 This fee proposal is based off of a time and materials basis, and it is our understanding the construction budget for this project is as follows: Construction Budget for Street Overlays (SPMP Year 5) $10,000,000.00 Construction Budget for Seal Coats (SPMP Year 5) $ 4,000,000.00 Total Construction Budget (SPMP Year 5) $14,000,000.00 Scope of Services: Delivery Order Preparation 1. Perform site visits and field investigations to ascertain areas requiring pre-paving repairs or modifications, concrete construction or other items contained in the unit bid price contracts. a. Provide field markings to identify areas recommended for repair prior to preliminary walk-thru. 2. Identify and analyze requirements of governmental authorities having jurisdiction to approve design of the DO's including permitting, environmental, historical, construction and geotechnical issues; upon request or concurrence of the Project Manager, meet and coordinate with agencies such as TxDOT, RTA, CDBG, USPS, affected school districts (CCISD, FBISD, etc.) community groups, TDLR, etc. 3. Review the geotechnical investigation for the streets included in the DO's. 4. Coordinate with City's geotechnical engineer to identify streets and schedules for investigation. a. Coordinate with Geotechnical Engineer to identify and provide recommendations for pavement repair sections and final asphalt pavement sections. b. Provide analysis and recommendation based on geotechnical pavement cores. c. Provide coordination with Geotechnical Engineer to provide cores for selected streets and any additional streets for a critical timeline. 5. Coordinate work with the ADA and Miscellaneous Concrete IDIQ Contracts that may exist, if required. 6. Prepare draft delivery orders for issuance to the Contractors. The delivery orders shall incorporate City GIS to allow City staff to load appropriately into data bases. The delivery orders will include: a. A short narrative of the expected work for each street. b. A complete listing of included streets with pertinent data in tabular form. c. Cost data utilizing unit bid price matrix. d. Aerial photo plans (11" x 17"), depicting limits of construction, areas of pavement repair/replacement, areas of concrete repair/replacement, boring locations and descriptions and any items required that are included in the unit price bids. Typical cross sections (in some areas) as necessary may be required. e. Any additional information that may assist the Contractor during construction. 7. Submit the draft delivery orders to City Staff and make field visits with staff and contractor to fully review the proposed scope, costs and other ancillary items. 8. Make changes as derived from City Staff reviews and submit the final delivery orders for approval. 9. Meet with Contractors and City Inspection personnel to review delivery orders and insure coordination before commencing construction. 10. Issue delivery order(s). AMEND. NO. 1 EXHIBIT "A" Page 2of4 11. Coordinate scheduling of delivery order work with all involved City Departments. 12. Closely monitor public notification requirements and insure contractor compliance. 13. Review field and laboratory tests. 14. Provide interpretations and clarifications of the contract documents for the contractor and authorize required changes, which do not affect the contractor's price and are not contrary to the general interest of the City under the contract. 15. Coordinate and provide field engineering for DO's during construction to include witnessing exposed subgrade and base to confirm recommended improvements: a. Exposed base and subgrade for sidewalks, driveways, and curb and gutter; b. Base and subgrade proof rolling; c. Minor utility improvements for storm water inlets, adjustments to valve boxes and manhole rings and covers; d. ADA field work; e. Bus stops; f. Landscaping and irrigation system assessments; and g. Other pedestrian improvements 16. Prepare change orders as authorized by the City (coordinate with the City's construction division). 17. Attend monthly construction progress meetings as required. 18. Attend progress meetings with Project Manager and Street Department as required. 19. Make pre-final and final inspection with City Staff 20. Prepare as-built drawings of construction as completed. Permitting (Overlays, 5-Delivery Orders) 1. Register project with TDLR. 2. Provide a plan review with a licensed Registered Accessibility Specialist (R.A.S.) for TDLR requirements. 3. Provide a site inspection with a licensed R.A.S. inspector for conformance with TDLR requirements. 4. Provide coordination with City and Contractor to address any violations identified during the R.A.S. inspection. Warranty Phase 1. Prepare a list of all sites completed at the end of a 12-month period for the City and recommend acceptance of the sites and commencement of warranty period. 2. Provide a warranty inspection of all sites toward the end of the 12-month period and generate a warranty items punch list. The Warranty Phase allowance is based on one (1) 12-month warranty period. Schedule: The project is scheduled to be completed within twelve (12) months of Notice-To-Proceed. It is anticipated that ten (10) delivery orders will be issued for this project (Overlays and Seal Coats). AMEND. NO. 1 EXHIBIT "A" Page 3of4 Fees: The services will be provided on a Time and Materials (T&M) basis for the total not-to-exceed amount shown in the table below. The Engineer will perform the above listed Scope of Work items on an hourly basis in accordance with the attached LNV Rate Schedule. Any additional work not listed in the above Scope of Work will also be performed as an Additional Service in accordance with the attached LNV Rate Schedule. The City and Consultant recognize that it is inherently difficult to accurately define the scope of work for an IDIQ type program and as a result, it is difficult to anticipate the exact level of effort necessary to complete the scope of work. For this reason, the contract fees are based on time and materials and both parties recognize that if the attached scope of work requires a higher level of effort than anticipated or if any additional tasks not included in this Scope of Work are requested by the City, the additional level of effort will be evaluated and considered for compensation through a contract amendment. FEE SUMMARY TABLE NOT TO EXCEED CONTRACT AMOUNT _ LNV RATE SCHEDULE-2017 .�. ........ ....... _..._...._....... .. .. .DESCRIPTIONS..__.�..m............. FEE Basic Services Construction Pha_�...��. .................._-...w. ...._..�._ _�__....._...___ se-DO's . Fee based on a Time& Materials Basis in accordance $679,377.00 (Contractor Mill &Overlay with LNV Rate Schedule. and Contractor Seal . Not to exceed 4.8% of the Total Construction Budget Coat) referenced above. ddit ......r .ce Ilowance . Aional Services A __ _ _ Permit Preparation As authorized based on a Time& Materials Basis and not-to- $10,600.00 Warranty Phase exceed amount. $8,4 _�..._... ....... .._._._.� ......... . .. .._.. .. _ ... _... __._._... _._.. ....... _ .. TOTAL $698,457.00 If you have any questions or if you would like to discuss in more detail, please feel free to call me at 361-883-1984. Sincerely, LNV, Inc. TBPEm o. F-366 14� Dan S. Leyendecker, P.E. President/ CEO Attachment LNV 2017 Rate Schedule AMEND. NO. 1 EXHIBIT "A" Page 4of4 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 Sample form for: Payment Request AE Contract Revised 02/01/17 Total Current Previous Total Remaining Percent 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 Invoice Invoice 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). 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" Page 1 of 1 LNV SCHEDULE OFHOURLY CHARGES BY PERSONNEL CLASSIFICATION EFFECTIVE January 1, 2017 The per them and miscellaneous expense charges for Engineering, Architecture, Drafting, Surveying, and Planning Services are based wnthe following hourly rates: Engineering, Planning: Principa| -----------------------------------------. $250.00/hr. Senior Project Manager III........................................................................................................................... $22S.00/hr. SeniorProject Manager U............................................................................................................................ $220.00/hr. Senior Project Manager L----------------------------------------- $21S.00/hc Project Manager III ...............................................................................................................$20000/hc ProjectManager 11 ............................................................................................................... $195.00/hr. ProjectManager I ............................................................................................................... $19000/hc SeniorEngineer U ............................................................................................................... $19000/hc SeniorEngineer | ..................................................................................................................$18SlN/hc Project Engineer IV ...............................................................................................................$180.00/hr. Project Engineer III ...............................................................................................................$17000/hc Project Engineer 11 ............................................................................................................... $160.00/hr. ProjectEngineer I ............................................................................................................... $15000/hc Project Architect U| ...............................................................................................................$16000/hc Project Architect U ............................................................................................................... $1S000/hc Project Architect I ............................................................................................................... $140l0/hc EngineerV ........................................................................................................................ $145.00/hc EngineerK/ ........................................................................................................................ $13S.00/hc EngineerIII .................................................................................................................................................. $12SlN/hc EngineerU ......................................................................................................................... $115.00/hc Engineer | ----------------------------------------' $105.00/hc SeniovOesignerUL------------------------------------.. $15000/hc SeniorDesigner U ................................................................................................................ $14000/hc SeniorDesigner | ................................................................................................................. $13000/hc OesignerU| ----------------------------------------. $12000/hc DesignerU ......................................................................................................................... $115.00/hc Oesigner | ----------------------------------------. $105.00/hc Senior C4OOTechnician III ........................................................................................................................ $110lN/hc Senior C4OOTechnician U.......................................................................................................................... $10SlN/hc Senior C4OOTechnician |........................................................................................................................... $100.00/hr. C4OOTechnician K/ ............................................................................................................. $ 95.00/hc C4OOTechnician III ............................................................................................................. $ 9000/hc C4OOTechnician U ............................................................................................................. $ 85.00/hc C4OOTechnician | ............................................................................................................. $ 8000/hc AMEND. NO. 1 801 NAVIGATION | SUITE 300 | CORPUS CHRISTI,TEXAS ru*ou EXHIBIT B-1 OFFICE 361.8831984 | FAX *1u831986 | WWWuLNVINC.CcM� Page1of2 LNV Professional Geoscientist............................................................................................................................ $130.00/hr. Safety/ Environmental Technician II ......................................................................................... $105.00/hr. Safety/ Environmental Technician I ......................................................................................... $ 95.00/hr. Construction Observer IV .......................................................................................................$135.00/hr. Construction Observer III .......................................................................................................$120.00/hr. Construction Observer II ....................................................................................................... $110.00/hr. Construction Observer I ........................................................................................................ $100.00/hr. ClericalIII ...........................................................................................................................$ 90.00/hr. ClericalII ........................................................................................................................... $ 80.00/hr. ClericalI ........................................................................................................................... $ 65.00/hr. Survev : Professional Surveyor II ........................................................................................................ $200.00/hr. Professional Surveyor I ........................................................................................................ $175.00/hr. Field Crew(2-Man) ............................................................................................................... $180.00/hr. Reproduction work - Prevailing commercial rates; Subcontractors, Consultants, etc. - Cost plus 10%; All other expenses - Cost plus 10%. Charges are due and payable within twenty (20) days after receipt of the invoice. Late payment may be charged an interest rate of 1.5% per month of the unpaid balance. AMEND. NO. 1 801 NAVIGATION I SUITE 300 I CORPUS CHRISTI,TEXAS 78408 EXHIBIT B-1 OFFICE 361.883.1984 1 FAX 361.883.1986 1 WWW.LNVINC.COM Page 2 of 2 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, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements PROFESSIONAL LIABILITY $1,000,000 Per Claim (Errors and Omissions) 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 In the event of a change in insurance coverage, Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 business days of said change. Consultant shall pay any costs resulting from said changes. All notices under this Article shall be given to City at the following address: Contract for Professional Services Exhibit C 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 If the policy is cancelled, other than for nonpayment of premium, notice of such cancellation will be provided at least 30 days in advance of the cancellation effective date to the certificate holder. 1.6.2 If the policy is cancelled for nonpayment of premium, notice of such cancellation will be provided within 10 days of the cancellation effective date to the certificate holder. 1.7 Within five (5)calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall notify City of such lapse in coverage and 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 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. Contract for Professional Services Exhibit C EXHIBIT D DISCLOSURE OF INTEREST Contract for Professional Services Exhibit D SUPPLIER NUMBER TO BE ASSIGNED BY CIT- = = PURCHASING DIVISION City of CITY OF CORPUS CHRISTI Corpus DISCLOSURE OF INTEREST Chnsti 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: LNV,Inc. P. O.BOX: STREET ADDRESS: 801 Navigation,Suite 300 CITY: Corpus Christi ZIP: 78408 FIRM IS: 1. Corporation 2. Partnership 3. Sole Owner ❑ 4. Association ® 5. Other DISCLOSURE QUESTIONS If additional space is necessar=y, 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 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 N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest"constituting 3%or more of the ownership in the above named"firm." Name Board, Commission or Committee N/A N/A 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest"constituting 3%or more of the ownership in the above named"firm." Name Consultant N/A 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: Robert M.Viera Title: Sr.Vice President (Type or Print) Signature of Certifying Date: October 18,2017 Person: DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi,Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part-time basis, but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation,joint stock company,joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi,Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." g. "Consultant."Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. EXHIBIT E CERTIFICATE OF INTERESTED PARTIES (FORM 1295) Contract for Professional Services Exhibit E I CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 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 j 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2017-273685 LNV, Inc. Corpus Christi,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 10/18/2017 being filed. City of Corpus Christi,Texas 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. E17058-SPMP FY 2018 Professional engineering,architectural,and/or surveying services. Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Leyendecker, Dan Corpus Christi,TX United States X Naiser, Derek San Antonio,TX United States X Viera, Robert Corpus Christi,TX United States X Trejo, Eric Corpus Christi,TX United States X Burton, Logan Corpus Christi,TX United States X Sanderfer, Byron San Antonio,TX United States X Naiser,Marcus Austin,TX United States X 5 Check only if there is NO Interested Party. 6 AFFIDAVIT I swear,or affirm under penalty ofperju that the above disclosure is true and correct. �``'�t"''• JESSICA RODRIGUEZ m Notary Public,State of Texas �•, :�: My Commission Expires a August 19, 2019 t Signature of authorized agent oficontracting business entity AFFIX NOTARY STAMP/SEAL ABOVE Sworn to and subscribed before me,by the said I - ,this the �-. day of, ntl� , 20 ,to certify which,witness my hand and seal of office. Sign to) o of officer adminis in th Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.3337 EXHIBIT F Excerpt from Corpus Christi General Conditions for Construction Projects Related to Design Services Contract for Professional Services Exhibit F Excerpt from FORM 00 72 00 GENERAL CONDITIONS for Construction Projects related to design services Table of Contents Page Article 1—Definitions and Terminology.......................................................................................................2 Article2—Preliminary Matters.....................................................................................................................8 Article 3—Contract Documents: Intent, Requirements, Reuse...................................................................8 Article 4—Commencement and Progress of the Work..............................................................................10 Article 5—Availability of Lands; Subsurface and Physical Conditions; Hazardous Environmental Conditions...................................................................................................................................................10 Article 6—Bonds and Insurance .................................................................................................................12 Article 7—Contractor's Responsibilities.....................................................................................................12 Article 8—Other Work at the Site...............................................................................................................12 Article 9—Owner's and OPT's Responsibilities...........................................................................................12 Article 10—OAR's and Designer's Status During Construction ..................................................................13 Article 11—Amending the Contract Documents; Changes in the Work ....................................................14 Article12—Claims.......................................................................................................................................14 Article 13—Cost of the Work; Allowances; Unit Price Work......................................................................14 Article 14—Tests and Inspections; Correction, Removal, or Acceptance of Defective Work....................14 Article 15—Payments to Contractor; Set-Offs; Completion; Correction Period........................................14 Article 16—Suspension of Work and Termination.....................................................................................14 Article 17—Final Resolution of Disputes....................................................................................................14 Article18—Miscellaneous..........................................................................................................................14 Excerpt from Form 00 72 00 General Conditions- 1 ARTICLE 1—DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. A term with initial capital letters, including the term's singular and plural forms, has the meaning indicated in this paragraph wherever used in the Bidding Requirements or Contract Documents. In addition to the terms specifically defined,terms with initial capital letters in the Contract Documents may include references to identified articles and paragraphs, and the titles of other documents or forms. 1. Addenda - Documents issued prior to the receipt of Bids which clarify or modify the Bidding Requirements or the proposed Contract Documents. 2. Agreement-The document executed between Owner and Contractor covering the Work. 3. Alternative Dispute Resolution -The process by which a disputed Claim may be settled as an alternative to litigation, if Owner and Contractor cannot reach an agreement between themselves. 4. Application for Payment-The forms used by Contractor to request payments from Owner and the supporting documentation required by the Contract Documents. 5. Award Date—The date the City Council of the City of Corpus Christi (City) authorizes the City Manager or designee to execute the Contract on behalf of the City. 6. Bid -The documents submitted by a Bidder to establish the proposed Contract Price and Contract Times and provide other information and certifications as required by the Bidding Requirements. 7. Bidding Documents -The Bidding Requirements, the proposed Contract Documents, and Addenda. 8. Bidder-An individual or entity that submits a Bid to Owner. 9. Bidding Requirements-The Invitation for Bids, Instructions to Bidders, Bid Security, Bid Form and attachments, and required certifications. 10. Bid Security-The financial security in the form of a bid bond provided by Bidder at the time the Bid is submitted and held by Owner until the Agreement is executed and the evidence of insurance and Bonds required by the Contract Documents are provided. A cashier's check, certified check, money order or bank draft from any State or National Bank will also be acceptable. 11. Bonds- Performance Bond, Payment Bond, Maintenance Bond, and other Surety instruments executed by Surety. When in singular form, refers to individual instrument. 12. Change Order-A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which modifies the Work, Contract Price, Contract Times, or terms and conditions of the Contract. Excerpt from Form 00 72 00 General Conditions-2 13. Change Proposal -A document submitted by Contractor in accordance with the requirements of the Contract Documents: a. Requesting an adjustment in Contract Price or Contract Times; b. Contesting an initial decision concerning the requirements of the Contract Documents or the acceptability of Work under the Contract Documents; C. Challenging a set-off against payment due; or d. Seeking a Modification with respect to the terms of the Contract. 14. City Engineer-The Corpus Christi City Engineer and/or his designated representative as identified at the preconstruction conference or in the Notice to Proceed. 15. Claim -A demand or assertion by Owner or Contractor submitted in accordance with the requirements of the Contract Documents. A demand for money or services by an entity other than the Owner or Contractor is not a Claim. 16. Constituent of Concern -Asbestos, petroleum, radioactive materials, polychlorinated biphenyls (PCBs), hazardous wastes, and substances, products,wastes, or other materials that are or become listed, regulated, or addressed pursuant to: a. The Comprehensive Environmental Response, Compensation and Liability Act,42 U.S.C. §§9601 et seq. ("CERCLA"); b. The Hazardous Materials Transportation Act, 49 U.S.C. §§5501 et seq.; C. The Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. ("RCRA"); d. The Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; e. The Clean Water Act, 33 U.S.C. §§1251 et seq.; f. The Clean Air Act,42 U.S.C. §§7401 et seq.; or g. Any other Laws or Regulations regulating, relating to, or imposing liability or standards of conduct concerning hazardous, toxic, or dangerous waste, substance, or material. 17. Contract-The entire integrated set of documents concerning the Work and describing the relationship between the Owner and Contractor. 18. Contract Amendment-A document issued on or after the Effective Date of the Contract and signed by Owner and Contractor which: a. Authorizes new phases of the Work and establishes the Contract Price, Contract Times, or terms and conditions of the Contract for the new phase of Work; or b. Modifies the terms and conditions of the Contract, but does not make changes in the Work. 19. Contract Documents -Those items designated as Contract Documents in the Agreement. 20. Contract Price -The monetary amount stated in the Agreement and as adjusted by Modifications, and increases or decreases in unit price quantities, if any, that Owner has agreed to pay Contractor for completion of the Work in accordance with the Contract Documents. Excerpt from Form 00 72 00 General Conditions-3 21. Contract Times-The number of days or the dates by which Contractor must: a. Achieve specified Milestones; b. Achieve Substantial Completion; and C. Complete the Work. 22. Contractor-The individual or entity with which Owner has contracted for performance of the Work. 23. Contractor's Team -Contractor and Subcontractors, Suppliers, individuals, or entities directly or indirectly employed or retained by them to perform part of the Work or anyone for whose acts they may be liable. 24. Cost of the Work-The sum of costs incurred for the proper performance of the Work as allowed by Article 13. 25. Defective -When applied to Work, refers to Work that is unsatisfactory,faulty, or deficient in that it: a. Does not conform to the Contract Documents; b. Does not meet the requirements of applicable inspections, reference standards, tests, or approvals referred to in the Contract Documents; or C. Has been damaged or stolen prior to OAR's recommendation of final payment unless responsibility for the protection of the Work has been assumed by Owner at Substantial Completion in accordance with Paragraphs 15.03 or 15.04. 26. Designer-The individuals or entity named as Designer in the Agreement and the subconsultants, individuals, or entities directly or indirectly employed or retained by Designer to provide design or other technical services to the Owner. Designer has responsibility for engineering or architectural design and technical issues related to the Contract Documents. Designers are Licensed Professional Engineers or Registered Architects qualified to practice their profession in the State of Texas. 27. Drawings-The part of the Contract that graphically shows the scope, extent, and character of the Work. Shop Drawings and other Contractor documents are not Drawings. 28. Effective Date of the Contract -The date indicated in the Agreement on which the City Manager or designee has signed the Contract. 29. Field Order-A document issued by OAR or Designer requiring changes in the Work that do not change the Contract Price or the Contract Times. 30. Hazardous Environmental Condition -The presence of Constituents of Concern at the Site in quantities or circumstances that may present a danger to persons or property exposed to Constituents of Concern. The presence of Constituents of Concern at the Site necessary for the execution of the Work or to be incorporated in the Work is not a Hazardous Environmental Condition provided these Constituents of Concern are controlled and contained pursuant to industry practices, Laws and Regulations, and the requirements of the Contract. Excerpt from Form 00 72 00 General Conditions-4 31. Indemnified Costs-All costs, losses, damages, and legal or other dispute resolution costs resulting from claims or demands against Owner's Indemnitees. These costs include fees for engineers, architects, attorneys, and other professionals. 32. Laws and Regulations; Laws or Regulations -Applicable laws, statutes, rules, regulations, ordinances, codes, and orders of governmental bodies, agencies, authorities, and courts having jurisdiction over the Project. 33. Liens -Charges, security interests, or encumbrances upon Contract related funds, real property, or personal property. 34. Milestone-A principal event in the performance of the Work that Contractor is required by Contract to complete by a specified date or within a specified period of time. 35. Modification -Change made to the Contract Documents by one of the following methods: a. Contract Amendment; b. Change Order; C. Field Order; or d. Work Change Directive. 36. Notice of Award -The notice of Owner's intent to enter into a contract with the Selected Bidder. 37. Notice to Proceed -A notice to Contractor of the Contract Times and the date Work is to begin. 38. Owner-The City of Corpus Christi (City), a Texas home-rule municipal corporation and political subdivision organized under the laws of the State of Texas, acting by and through its duly authorized City Manager and his designee, the City Engineer(the Director of Engineering Services), and the City's officers, employees, agents, or representatives, authorized to administer design and construction of the Project. 39. Owner's Authorized Representative or OAR-The individual or entity named as OAR in the Agreement and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide construction management services to the Owner. The OAR may be an employee of the Owner. 40. Owner's Indemnitees- Each member of the OPT and their officers, directors, members, partners, employees, agents, consultants, and subcontractors. 41. Owner's Prosect Team or OPT-The Owner, Owner's Authorized Representative, Resident Project Representative, Designer, and the consultants, subconsultants, individuals, or entities directly or indirectly employed or retained by them to provide services to the Owner. 42. Partial Occupancy or Use - Use by Owner of a substantially completed part of the Work for the purpose for which it is intended (or a related purpose) prior to Substantial Completion of all the Work. Excerpt from Form 00 72 00 General Conditions-5 43. Progress Schedule -A schedule prepared and maintained by Contractor, describing the sequence and duration of the activities comprising the Contractor's plan to accomplish the Work within the Contract Times. 44. Project-The total undertaking to be accomplished for Owner under the Contract Documents. 45. Resident Project Representative or RPR -The authorized representative of OPT assigned to assist OAR at the Site. As used herein, the term Resident Project Representative includes assistants and field staff of the OAR. 46. Samples- Physical examples of materials, equipment, or workmanship representing some portion of the Work that are used to establish the standards for that portion of the Work. 47. Schedule of Documents-A schedule of required documents, prepared, and maintained by Contractor. 48. Schedule of Values-A schedule, prepared and maintained by Contractor, allocating portions of the Contract Price to various portions of the Work and used as the basis for Contractor's Applications for Payment. 49. Selected Bidder-The Bidder to which Owner intends to award the Contract. 50. Shop Drawings -All drawings, diagrams, illustrations, schedules, and other data or information that are specifically prepared or assembled and submitted by Contractor to illustrate some portion of the Work. Shop Drawings, whether approved or not, are not Drawings and are not Contract Documents. 51. Site - Lands or areas indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed. The Site includes rights-of-way, easements, and other lands furnished by Owner which are designated for use by the Contractor. 52. Specifications -The part of the Contract that describes the requirements for materials, equipment, systems, standards, and workmanship as applied to the Work, and certain administrative requirements and procedural matters applicable to the Work. 53. Subcontractor-An individual or entity having a direct contract with Contractor or with other Subcontractors or Suppliers for the performance of a part of the Work. 54. Substantial Completion -The point where the Work or a specified part of the Work is sufficiently complete to be used for its intended purpose in accordance with the Contract Documents. 55. Supplementary Conditions-The part of the Contract that amends or supplements the General Conditions. 56. Supplier-A manufacturer,fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with Subcontractors or other Suppliers to furnish materials or equipment to be incorporated in the Work. 57. Technical Data -Those items expressly identified as Technical Data in the Supplementary Conditions with respect to either: a. Subsurface conditions at the Site; Excerpt from Form 00 72 00 General Conditions-6 b. Physical conditions relating to existing surface or subsurface structures at the Site, except Underground Facilities; or C. Hazardous Environmental Conditions at the Site. 58. Underground Facilities-All underground pipelines, conduits, ducts, cables, wires, manholes, vaults,tanks,tunnels, other similar facilities or appurtenances, and encasements containing these facilities which are used to convey electricity, gases, steam, liquid petroleum products,telephone or other communications,fiber optic transmissions, cable television,water, wastewater, storm water, other liquids or chemicals, or traffic or other control systems. 59. Unit Price Work-Work to be paid for on the basis of unit prices. 60. Work-The construction of the Project or its component parts as required by the Contract Documents. 61. Work Change Directive -A directive issued to Contractor on or after the Effective Date of the Contract ordering an addition, deletion, or revision in the Work. The Work Change Directive serves as a memorandum of understanding regarding the directive until a Change Order can be issued. 1.02 Terminology A. The words and terms discussed in this Paragraph 1.02 are not defined, but when used in the Bidding Requirements or Contract Documents, have the indicated meaning. B. It is understood that the cost for performing Work is included in the Contract Price and no additional compensation is to be paid by Owner unless specifically stated otherwise in the Contract Documents. Expressions including or similar to "at no additional cost to Owner," "at Contractor's expense," or similar words mean that the Contractor is to perform or provide specified operation of Work without an increase in the Contract Price. C. The terms "day" or"calendar day" mean a calendar day of 24 hours measured from midnight to the next midnight. D. The meaning and intent of certain terms or adjectives are described as follows: 1. The terms "as allowed," "as approved," "as ordered," "as directed," or similar terms in the Contract Documents indicate an exercise of professional judgment by the OPT. 2. Adjectives including or similar to "reasonable," "suitable," "acceptable," "proper," "satisfactory," or similar adjectives are used to describe a determination of OPT regarding the Work. 3. Any exercise of professional judgment by the OPT will be made solely to evaluate the Work for general compliance with the Contract Documents unless there is a specific statement in the Contract Documents indicating otherwise. 4. The use of these or similar terms or adjectives does not assign a duty or give OPT authority to supervise or direct the performance of the Work, or assign a duty or give authority to the OPT to undertake responsibilities contrary to the provisions of Articles 9 or 10 or other provisions of the Contract Documents. Excerpt from Form 00 72 00 General Conditions-7 E. The use of the words "furnish," "install," "perform," and "provide" have the following meanings when used in connection with services, materials, or equipment: 1. Furnish means to supply and deliver the specified services, materials, or equipment to the Site or other specified location ready for use or installation. 2. Install means to complete construction or assembly of the specified services, materials, or equipment so they are ready for their intended use. 3. Perform or provide means to furnish and install specified services, materials, or equipment, complete and ready for their intended use. 4. Perform or provide the specified services, materials, or equipment complete and ready for intended use if the Contract Documents require specific services, materials, or equipment, but do not expressly use the words "furnish," "install," "perform," or "provide." F. Contract Documents are written in modified brief style: 1. Requirements apply to all Work of the same kind, class, and type even though the word "all" is not stated. 2. Simple imperative sentence structure is used which places a verb as the first word in the sentence. It is understood that the words "furnish," "install," "perform," "provide," or similar words include the meaning of the phrase "The Contractor shall..." before these words. 3. Unless specifically stated that action is to be taken by the OPT or others, it is understood that the action described is a requirement of the Contractor. G. Words or phrases that have a well-known technical or construction industry or trade meaning are used in the Contract Documents in accordance with this recognized meaning unless stated otherwise in the Contract Documents. H. Written documents are required where reference is made to notices, reports, approvals, consents, documents, statements, instructions, opinions or other types of communications required by the Contract Documents. Approval and consent documents must be received by Contractor prior to the action or decision for which approval or consent is given. These may be made in printed or electronic format through the OPT's project management information system or other electronic media as required by the Contract Documents or approved by the OAR. I. Giving notice as required by the Contract Documents may be by printed or electronic media using a method that requires acknowledgment of the receipt of that notice. ARTICLE 2—PRELIMINARY MATTERS ARTICLE 3—CONTRACT DOCUMENTS: INTENT, REQUIREMENTS, REUSE 3.01 Intent B. Provide equipment that is functionally complete as described in the Contract Documents. The Drawings and Specifications do not indicate or describe all of the Work required to complete the installation of products purchased by the Owner or Contractor. Additional Excerpt from Form 00 72 00 General Conditions-8 details required for the correct installation of selected products are to be provided by the Contractor and coordinated with the Designer through the OAR. 3.02 Reference Standards B. Comply with applicable construction industry standards, whether referenced or not. 1. Standards referenced in the Contract Documents govern over standards not referenced but recognized as applicable in the construction industry. 2. Comply with the requirements of the Contract Documents if they produce a higher quality of Work than the applicable construction industry standards. 3. Designer determines whether a code or standard is applicable, which of several are applicable, or if the Contract Documents produce a higher quality of Work. 3.03 Reporting and Resolving Discrepancies 3.04 Interpretation of the Contract Documents A. Submit questions concerning the non-technical or contractual/administrative requirements of the Contract Documents to the OAR immediately after those questions arise. OAR is to provide an interpretation of the Contract Documents regarding these questions and will coordinate the response of the OPT to Contractor. B. Submit questions regarding the design of the Project described in the Contract Documents to the OAR immediately after those questions arise. OAR is to request an interpretation of the Contract Documents from the Designer. Designer is to respond to these questions by providing an interpretation of the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OPT may initiate a Modification to the Contract Documents through the OAR if a response to the question indicates that a change in the Contract Documents is required. Contractor may appeal Designer's or OAR's interpretation by submitting a Change Proposal. Excerpt from Form 00 72 00 General Conditions-9 ARTICLE 4—COMMENCEMENT AND PROGRESS OF THE WORK ARTICLE 5—AVAILABILITY OF LANDS;SUBSURFACE AND PHYSICAL CONDITIONS; HAZARDOUS ENVIRONMENTAL CONDITIONS 5.01 Availability of Lands 5.02 Use of Site and Other Areas 5.03 Subsurface and Physical Conditions 5.04 Differing Subsurface or Physical Conditions A. Notify OAR immediately, but in no event later than 3 days, after becoming aware of a subsurface or physical condition that is uncovered or revealed at the Site, and before further disturbing the subsurface or physical conditions or performing any related Work that: 1. Establishes that the Technical Data on which Contractor is entitled to rely as provided in Paragraph 5.03 is materially inaccurate; 2. Requires a change in the Drawings or Specifications; 3. Differs materially from that shown or indicated in the Contract Documents; or 4. Is of an unusual nature and differs materially from conditions ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract Documents. Do not further disturb or perform Work related to this subsurface or physical condition, except in an emergency as required by Paragraph 7.12, until permission to do so is issued by OAR. B. OAR is to notify the OPT after receiving notice of a differing subsurface or physical condition from the Contractor. Designer is to: 1. Promptly review the subsurface or physical condition; 2. Determine the necessity of OPT's obtaining additional exploration or tests with respect the subsurface or physical condition; 3. Determine if the subsurface or physical condition falls within one or more of the differing Site condition categories in Paragraph 5.04.A; 4. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with the subsurface or physical condition in question; 5. Determine the need for changes in the Drawings or Specifications; and 6. Advise OPT of Designer's findings, conclusions, and recommendations. C. OAR is to issue a statement to Contractor regarding the subsurface or physical condition in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. Excerpt from Form 00 72 00 General Conditions- 10 5.05 Underground Facilities A. The information and data shown or indicated in the Contract Documents with respect to existing Underground Facilities at or adjacent to the Site is based on information and data furnished to OPT by the owners of these Underground Facilities or by others. OPT is not responsible for the accuracy or completeness of information or data provided by others that OPT makes available to Contractor. The Contractor is responsible for: 1. Reviewing and checking available information and data regarding existing Underground Facilities at the Site; 2. Complying with Laws and Regulations related to locating Underground Facilities before beginning Work; 3. Locating Underground Facilities shown or indicated in the Contract Documents; 4. Coordinating the Work with the owners, including Owner, of Underground Facilities during construction; and 5. The safety and protection of existing Underground Facilities at or adjacent to the Site and repairing damage resulting from the Work. B. Notify the OAR and the owner of the Underground Facility immediately if an Underground Facility is uncovered or revealed at the Site that was not shown in the Contract Documents, or was not shown with reasonable accuracy in the Contract Documents. Do not further disturb conditions or perform Work affected by this discovery, except in the event of an emergency as required by Paragraph 7.12. C. The Designer is to take the following action after receiving notice from the OAR: 1. Promptly review the Underground Facility and conclude whether the Underground Facility was not shown or indicated in the Contract Documents, or was not shown or indicated with reasonable accuracy; 2. Prepare recommendations to OPT regarding the Contractor's resumption of Work in connection with this Underground Facility; 3. Determine the extent to which a change is required in the Drawings or Specifications to document the consequences of the existence or location of the Underground Facility; and 4. Advise OAR of Designer's findings, conclusions, and recommendations and provide revised Drawings and Specifications if required. D. OAR is to issue a statement to Contractor regarding the Underground Facility in question and recommend action as appropriate after review of Designer's findings, conclusions, and recommendations. Excerpt from Form 00 72 00 General Conditions- 11 ARTICLE 6—BONDS AND INSURANCE ARTICLE 7—CONTRACTOR'S RESPONSIBILITIES ARTICLE 8—OTHER WORK AT THE SITE ARTICLE 9—OWNER'S AND OPT'S RESPONSIBILITIES 9.01 Communications to Contractor A. OPT issues communications to Contractor through OAR except as otherwise provided in the Contract Documents. 9.02 Replacement of Owner's Project Team Members A. Owner may replace members of the OPT at its discretion. 9.03 Furnish Data A. OPT is to furnish the data required of OPT under the Contract Documents. 9.04 Pay When Due A. Owner is to make payments to Contractor when due as described in Paragraphs 15.01.D and 15.06.D. 9.05 Lands and Easements; Reports and Tests A. Owner's duties with respect to providing lands and easements are described in Paragraph 5.01. OPT will make copies of reports of explorations and tests of subsurface conditions and drawings of physical conditions relating to existing surface or subsurface structures at the Site available to Contractor in accordance with Paragraph 5.03. 9.06 Insurance A. Owner's responsibilities with respect to purchasing and maintaining insurance are described in Article 6. 9.07 Modifications A. Owner's responsibilities with respect to Modifications are described in Article 11. 9.08 Inspections,Tests, and Approvals A. OPT's responsibility with respect to certain inspections, tests, and approvals are described in Paragraph 14.02. 9.09 Limitations on OPT's Responsibilities A. The OPT does not supervise, direct, or have control or authority over, and is not responsible for Contractor's means, methods, techniques, sequences, or procedures of construction, or related safety precautions and programs, or for failure of Contractor to comply with Laws Excerpt from Form 00 72 00 General Conditions- 12 and Regulations applicable to the performance of the Work. OPT is not responsible for Contractor's failure to perform the Work in accordance with the Contract Documents. 9.10 Undisclosed Hazardous Environmental Condition A. OPT's responsibility for undisclosed Hazardous Environmental Conditions is described in Paragraph 5.06. 9.11 Compliance with Safety Program A. Contractor is to inform the OPT of its safety programs and OPT is to comply with the specific applicable requirements of this program. ARTICLE 10—OAR'S AND DESIGNER'S STATUS DURING CONSTRUCTION 10.01 Owner's Representative A. OAR is Owner's representative. The duties and responsibilities and the limitations of authority of OAR as Owner's representative are described in the Contract Documents. 10.02 Visits to Site A. Designer is to make periodic visits to the Site to observe the progress and quality of the Work. Designer is to determine, in general, if the Work is proceeding in accordance with the Contract Documents based on observations made during these visits. Designer is not required to make exhaustive or continuous inspections to check the quality or quantity of the Work. Designer is to inform the OPT of issues or concerns and OAR is to work with Contractor to address these issues or concerns. Designer's visits and observations are subject to the limitations on Designer's authority and responsibility described in Paragraphs 9.09 and 10.07. B. OAR is to observe the Work to check the quality and quantity of Work, implement Owner's quality assurance program, and administer the Contract as Owner's representative as described in the Contract Documents. OAR's visits and observations are subject to the limitations on OAR's authority and responsibility described in Paragraphs 9.09 and 10.07. 10.03 Resident Project Representatives A. Resident Project Representatives assist OAR in observing the progress and quality of the Work at the Site. The limitations on Resident Project Representatives' authority and responsibility are described in Paragraphs 9.09 and 10.07. 10.04 Rejecting Defective Work A. OPT has the authority to reject Work in accordance with Article 14. OAR is to issue a Defective Work Notice to Contractor and document when Defective Work has been corrected or accepted in accordance with Article 14. 10.05 Shop Drawings, Modifications and Payments A. Designer's authority related to Shop Drawings and Samples are described in the Contract Documents. Excerpt from Form 00 72 00 General Conditions- 13 B. Designer's authority related to design calculations and design drawings submitted in response to a delegation of professional design services are described in Paragraph 7.15. C. OAR and Designer's authority related to Modifications is described in Articles 11. D. OAR's authority related to Applications for Payment is described in Articles 13 and 15. 10.06 Decisions on Requirements of Contract Documents and Acceptability of Work A. OAR is to render decisions regarding non-technical or contractual/administrative requirements of the Contract Documents and will coordinate the response of the OPT to Contractor. B. Designer is to render decisions regarding the conformance of the Work to the requirements of the Contract Documents. Designer will render a decision to either correct the Defective Work, or accept the Work under the provisions of Paragraph 14.04, if Work does not conform to the Contract Documents. OAR will coordinate the response of the OPT to Contractor. C. OAR will issue a Request for a Change Proposal if a Modification is required. OAR will provide documentation for changes related to the non-technical or contractual/ administrative requirements of the Contract Documents. Designer will provide documentation if design related changes are required. D. Contractor may appeal Designer's decision by submitting a Change Proposal if Contractor does not agree with the Designer's decision. 10.07 Limitations on OAR's and Designer's Authority and Responsibilities A. OPT is not responsible for the acts or omissions of Contractor's Team. No actions or failure to act, or decisions made in good faith to exercise or not exercise the authority or responsibility available under the Contract Documents creates a duty in contract, tort, or otherwise of the OPT to the Contractor or members of the Contractor's Team. ARTICLE 11—AMENDING THE CONTRACT DOCUMENTS; CHANGES IN THE WORK ARTICLE 12—CLAIMS ARTICLE 13—COST OF THE WORK;ALLOWANCES; UNIT PRICE WORK ARTICLE 14—TESTS AND INSPECTIONS;CORRECTION, REMOVAL,OR ACCEPTANCE OF DEFECTIVE WORK ARTICLE 15—PAYMENTS TO CONTRACTOR;SET-OFFS; COMPLETION; CORRECTION PERIOD ARTICLE 16—SUSPENSION OF WORK AND TERMINATION ARTICLE 17—FINAL RESOLUTION OF DISPUTES ARTICLE 18—MISCELLANEOUS END OF SECTION Excerpt from Form 00 72 00 General Conditions- 14 se o� � AGENDA MEMORANDUM Future Item for the City Council Meeting of December 12, 2017 NORPOfl PE 1852 Action Item for the City Council Meeting of December 19, 2017 DATE: November 30, 2017 TO: Margie C. Rose, City Manager FROM: Miles Risley, City Attorney MilesR(o)-cctexas.com 361 826-3361 Authorizing payment for existing insurance coverage package with TML Intergovernmental Risk Pool up to $398,589 annually, and authorizing future coverage renewals after competitive quotes CAPTION: Motion authorizing the annual payment for an existing insurance coverage package with the TML Intergovernmental Risk Pool (TML Risk Pool) for the following insurance-type coverages for which the private markets have not provided a cost-effective alternative to the TML Risk Pool (Excess Aviation, Airport Liability, TB Clinic Automobile Liability, TB Clinic General Premises Liability, Animal Mortality for Police Dogs, Auto Physical Damage for High Value Vehicles, Auto Catastrophe, Crime Public Employee Dishonesty, Crime Forgery, Crime Theft, Crime Computer Fraud, Gas Utilities, and High Value Mobile Equipment)in a total amount not to exceed $398,589,authorizing the City Manager or designee to execute the latest form TML Risk Pool agreements, authorizing the addition of FEMA- mandated coverages available from TML that are a condition of federal disaster reimbursement, and authorizing payments in future years to the extent they are (1) budgeted and (2) for which City staff and/or the City's broker of record have obtained competing quotes for the aforesaid coverages from the private market and determined that privately-obtained coverages are not cost-competitive to the TML Risk Pool quote for that year. PURPOSE: The TML Risk Pool insurance package is part of the total risk management insurance program which protects the City from liability and property risks to the extent they would constitute a serious degradation of financial performance of the City. Risk Management seeks authorization to pay the current outstanding TML Risk Pool invoices under the existing Interlocal agreement. BACKGROUND AND FINDINGS: The City of Corpus Christi requests authorization to pay the TML Risk Pool and other associated invoices for liability insurance contributions totaling an amount not to exceed $398,589,with coverage effective through the upcoming fiscal year for a range of insurance coverages for which insurance markets have not effectively competed with the TML Risk Pool: • TB clinic auto liability $519 • airport liability $24,677 • TB clinic general liability $892 • animal mortality (drug dogs) $5,700 • auto physical damage $217,228 • auto catastrophic coverage $13,500 • crime public employee dishonesty $7,019 • crime forgery $1,258 • crime theft $1,975 • crime computer $968 • mobile equipment $23,899 • excess aviation $32,924 • gas utilities $68,030 The TML Risk Pool is an interlocal government with more than 2,796 governmental entities as members. It is not insurance, but is instead a self-insurance program that pools assets and liabilities pursuant to Texas Government Code Chapter 2259. Payments made to the TML Risk Pool are deemed to be contributions under State law and are not subject to competitive procurement. The City has been a member of the TML Risk Pool for more than 20 years. As a participating member of the TML Risk Pool, the City can obtain and annually renew its required lines of coverage. Payment for regular coverages for the current period (indicated above) is now due. In addition, the City is currently negotiating with FEMA for some disaster reimbursements for flooded equipment that may require future disaster-related insurance coverages to be added thereto. The TML Risk Pool currently only provides the aforementioned specialized lines of coverage to the City. In the past, the City has had more coverages with the TML Risk Pool than it has currently. However, at least since 2009, the City has only utilized the TML Risk Pool for those selected coverages for which the TML Risk Pool consistently provides better prices than the private insurance market. To minimize the City's expenditures for coverage, we recommend continuing this practice of utilizing the least expensive method of obtaining coverage. The City's Broker of Record reviewed the market and has determined that none of the markets for these coverages are financially competitive with the TML Risk Pool's cost. ALTERNATIVES: The City could completely self-insure and terminate its coverages. However, this would expose the City to the risk of: • uncompensated loss of its high value vehicles (over$90,000) • uncompensated loss of City vehicles in catastrophe with over$250,000 total damage • liability for airport operations • uncompensated loss of police dogs • uncompensated losses for employee dishonesty/crime • uncompensated losses of listed high value mobile equipment (ex. road graders) • liability for gas utility operations for claims over$250,000 OTHER CONSIDERATIONS: Not applicable. 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: Risk Management Purchasing Division, Financial Services Department FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget $810,949 $0 $810,949 Encumbered / Expended Amount $291,763 $0 $291,763 This item $398,589 $0 $398,589 BALANCE $120,597 $0 $120,597 RECOMMENDATION: Approval of this motion authorizing the existing coverage package and authorization of future renewals to the extent they are determined to be the most cost-effective coverage option. LIST OF SUPPORTING DOCUMENTS: Interlocal Agreement for execution (latest form agreement) Texas Municipal League Intergovernmental Risk Pool 1.821 Rutherford Lane,First Floor * Austin,Texas 78754 LIABILITY/PROPERTY INTERLOCAL AGREEMENT This Contract and Interlocal Agreement is entered into by and between political subdivisions of this state(hereinafter referred to as"Pool Members")to form a joint self-insurance pool to be named the Texas Municipal League Joint Self-Insurance Fund(hereinafter referred to as the"Fund")for the purpose of providing coverages against risks which are inherent in operating a political subdivision. WITNESSETH: The undersigned Pool Member,in accordance with the Interlocal Cooperation Act,Tex.Gov't Code§791.001,et seq.,arid the interpretation thereof by the Attorney General of the State of Texas(Opinion#M W-347,May 29,198 1),and in consideration of other political subdivisions executing like agreements,does hereby agree to become one of the Pool Members of this self-insured pool. The conditions of membership agreed upon by and between the parties are as follows: 1. Definitions of terms used in this Interlocal Agreement. a. Board. Refers to the Board of Trustees of the Texas Municipal League Joint.Self-111SUrance Fund. b. Fund Year. 12:01 a.m.October I through 12:01 a.m.the following October 1. c. Manual Rates. The basic rates applicable to each liability classification promulgated by the Insurance Service Office or the Board of Trustees. d. TMI.Municipal Liability Self-Insurance Plan.The liability coverage document that sets forth in exact detail the coverages provided as part of the overall plan. e. Adjustments. Refers to any offsets to manual premium that may result from the Pool Member's election of deductibles,loss ex- perience or Fund Modifier which reflects the savings to the Pool Member by entering into this Agreement. I. TMI,Municipal Property Self-Insurance Plan.The property coverage document that sets forth in exact detail the coverages provided as part of the overall plan. g. Premium and Contribution. Used interchangeably in some pans of this Interlocal Agreement. Any reference at any time in this Interlocal Agreement to an insurance term not ordinarily a part of self-insurance shall be deemed for convenience only and is not construed as being contrary to the self-insurance concept except where the context clearly indicates no other possible interpretation such as but not limited to the reference to"reinsurance," It. Reimbursable Deductible. The amount that was chosen by this Pool Member to be applicable,to the first monies paid by the Fund loef'fcctjti(Igniet)torsettlenieritof`any claiiiiorsuit, The Pool Member,upon notification of the action taken,shall promptly reim- burse the Fund for all or such part of the deductible amount as has been paid by the Fund. Further,however,the Fund's obligation to pay damages shall be subject to the Limits of Liability stated in the Declarations of Coverage or Endorsements to this Interlocal Agreement less the stated deductible amount. i. Fund Modifier. A percentage figure that is applied to the manual rates by the Fund to reflect the savings to the Pool Member by entering into the Interlocal Agreement. j. Agreement Period. The continuous period since the Pool Member first became a member of this Fund excluding,however,ally period or periods of time therein that the member did not participate as a member of the Pool. k. Declarations of Coverage.The specific indication of the coverages,limits,deductibles,contributions and special provisions elected by each individual Pool Member. The Declarations of Coverages may be modified by Endorsement. 2. The Board offrustees,acting through its agents and Fund staff,is responsible for the administration of all Fund business on behalf of the Pool Members. Revised 10/90 �. in corn idela4ronn of the e.xectnt:ion of dies Aglvesnternt by and howe e n the I"d M cmbcrn and the,kind and of the contrihurionss of the, Pool Men-ibeei,the 4ove.r ige elected by the Pool'Me:"Ibc.r'is aff�onilcnl.according to Spic,tears of thea TML I.,iabiht,y Self-hismance^Plan and the"d"MI,Propcity Alf-Insuyrancc Plata. The affirms[iy e,declaration of co nlrihulI n s and limits off lasalnlity in the.De ka-fttion,of Coy€loge and Lrktleatsernrc^infls deteltninexs the upplicabi➢it) of the`self-h)surance N kips. b.a h Poral Mcnihor larva">to adopt and accept the cora r gees„,provisions,terms,,cojldruons,Oxchisions and 1i nulatiouns as further In-o- vided for”in mc,,p MI.�,`''ve ll-Insul ance Plalls of as ,p)ecnfn r,ally Innoddk.d by On"Pool Members De'ckimfrons of Coverave. This is hiaeriocaf Atpne(nnc nt shall be eonslrued m i1 uwp pate the TMI,I,Iabllrty SA-Insu ancu Mail a Whw 1w IMI_,Pnlvny°w6;"IS hwurance Plan, D,cclarations of('ovcregc,and 'rrdorwt°rne;uVs and addenda whe.thel errnot physic ally mulched heleto. It is uuder"mood that h) participating in➢his rade sharing=rine°ehanesit Sep co%er habilily exp o,,ities"the Pool M¢.rnbef-doe ,not inlend to vvtuve°rung of me dans ulnitics than:it,officels or its,cmnpnloy(,e s,now l)os,c•ss, the fool Member neer razes ilii°Texas"p ort C`iehrls Act and us mina oltielns lo certalin f=ovel name In el firnctienns as wwll as its r ouctary hrrnbaatpons and that by C"aCciltfrr<,this A>rcc^t win does n'not a,'Live to eupand those luniallions,. The Pool Mc^nnber„upon 1110 execution of this AytetcrncnV shall supply the Fund with u current('of));of its chartcnr p'plo%n.sio ns or ordi- rnaance that sets out its icquic°rnent ns ur the nlulnbear of days in wVud a thbd party Iiabilriy ON mum lw umMe ohm it. If flu,Pool Mc InNa d€les not havr such an olc chance provts rem that emablishe°s a sax number off qs(rf'if iC Ims,am mclinafice:pun is.on wl k1b pA'ovides fare Ins,tan wt,} ((O days mAce,ansf for':rood now slumn up a)say 00 rruemMs noBlcer.IN:WA Mons]er yrce ay to adopt fila orfn;nl"c p"prov ldlinfr fQl"SUCh 1106CC WC` S(rn aihly dC`.scrlluie,the chtn KApe or inuu-y 4'Imm ed and Ow Onae,luallner and place,o'f' Me Ith Solent Man"Mch h a[Ir9v i Ile nYw)V e r€NithE; is ni shall mA b(e'hanyud I Y1 Ile Ir d iMe idwr Vu ItNno Prot f>;ni Ng Ow And thll'ty (.:fp))d(nys wiine.n nronce ViolatIo n elf O)k pro%Ision may,at fllO 1 LlIKI w(11 Ctetkt'M,VOid 11115 h'u HOCal Agf-C'eRlCul. :7. „p Ire Wnn of Wk Afi're'en ma and Me S4"1f"'ran Slr P,!Ilu prQY011 to fe Taxol M€"nnllica"shall he continuolls c:oinmenci ng 12i)I a.rn.on M date dcsip;rraartd in tlrois Agra n-leant annul terrnrnrue.d as prm icdcd below. Alniterulsrfr[he sesh insurime pam i led f`c>r n dans Agweluoll shaII be cot 16nuolls flI'itII tcn nlirla(ed,he dii'nit of habiIify of 0w Fund under the e oycre€es that HRI pool McNSnber elects dakl be hanited durins.any Fund Year Io the uluauut staled In the Deck mations of Cocr we fol that Fund Thus Agreenic im onmy be wrsnhwied b)c.ithc r panty yiv irig up the other m,WO O drtys I'rriery yy+ci W notice:of[atom M I,arnutrctc,"Will the^Popf MernlBro naay fer nnnelc this Agre�enna ani and its e o%cfaq e°s thereunder vvinhout jliVius(OW Sixty(00)days notice if tile,re°ason is bmaau se of a ch,mgc by Ow Rnd in Ow lAwl Memlow's rxn7tuhattkm,o nein ln,ex(Wier cahfuge in dw Knits of habifity,Van ns, c'ondilions,e`Xchimons,and finnit:aareDNns provided o n'rn lh f C'mp,Municipal B ca.,ki(.,Selt hlsllnul(.Plans plovided that no tern"lrna ion by Ae Mcrnhrcr shall i)c(Ileective Ila" to the date that wruteyn narttce of retr Mina kna Is aceuanhp recea wd A thin Abcos 4 ilio Was MtaN ryral 8_a.TW jBit All-h'oulance Fund and provided[fall the poral s4eillhe.r.fuc,rcc ter and shall pay the agpphalhk,pprerniurn and contribullforn for MoSe e,'over,ap(ns it is temhatily until We dM tk nmiced of wivri wkm i7 actually aexctmi by Slaw Mrand. Fhe:Fund slam!provide Ilia fool Me mbef with Declerationns and any lindorscin'aerits Ohm della lien the ap)I)M:abihty eft the I eras Municipal LC,0g1W``",elf Innsurancr Plans anrauaily by December I Such 1 bcclaratiauS ol`(:ovcrft,.¢.s lull 7nncjude,but not IN:Innnued to„the wvenWe ivil d winch At Ire:the ailOicAle[AW Yew Nnm s.descdnetlblcs,vmvrihahm^,spcTkd prrrrvnsuonns MR, linnntalifmm C hanern!since^clurinyt W Bund Mean'"wk1a rcgWMd by the B'erol Monber or a'uelinared b) T 8AR W be haadheerd by IAdoNve nan, It is we halemon onl arf the pie of ns Slant the Bad Me°rnpre N e oy utafes,wider this Agreement shall icnnn,nn inn Eich fOICC tared eil(e t frcn'rr I'wnd. Year to Fund Ya:ar,s,ubjecq to the°banes,of hnbiliay MM[lac bund am pmvlde;cmT And Yew and(Iden wrens,a mmlitr um Jkluntrons that the lii nd naay re.cpuiru no p'protaaa.t its solvency aml to'eunpl) with reinsurance n'ca{lurcrrncs'rn,,fund notice oI termination Is,hiv n as ha rein provia:dcd. Renh/In;[heat Slue Pool McniNm ncends[Orae s arks(possrhalc intornlinion con44,rnrrng,the Mind eov rages,hintts, nerd exclusims fund the Pool Mcnilm"r's contrcbntion that will be rcl,pined 9+1r any new Fund Ycar,Inc Grund will e:ndeatvor to prof ide this inforrrrmiour assoon,t,1xr,siprle be tur'e idle be°sti uisp of'emh fund Yew, "G"hfv ip,lrttes rc:eosnur ,p7oyva^v r„nhnat condrCnon�s air tIl€t WeanSVlr'ance Industnw arra'Snch HW the 1"ward nl;n'y m4"apnlc;Io p"{de Onis nnforrnat(rrnn m the p'¢"Mentbur be'„lanae”K beginning of a fund Yc an for various rcatsoins QUIT,Ilio milune"MAW fool mcrnller to bane ly submit tk alnlpropnris w wpm",utnnlarry or delays,oil fl)c prao of willsurers in ge ding Information to nhe hind,and so,to protect nhr Poof Menlbel flout gRpns int its c ove:ras,e and to pre Icct dw soh can'),of,fire°Fund,the parties es,rrc as follows: df,/rnr o nv w aeml od+r drain the d sot Member v fiWiae to lyror ide the irr/e)rmalion rcque still in the<:kpoyurr surrlrrrnrtt/he Mittel Inas halt bcern ublc to yrror eh,the Trail 114cmbe r err'th bifin-inalion concerning ming ar ail'eable cone/ages/vr.a now d'und Year or ere/t iw rhe^ Pool/I4(wd,6'r of tlic a nl<uaf, its l olitributirie fm the r w hand}cm €7 the bcgi tllin (I/the 4 tmel Itsar,ill(,1 wid shalt fle erlhe lees r ontiinue,dic Pool/Bpcmbcrr� (arf i sigess let the saintes wni€'s e,/lreabilav(r/will eavra€luble and i/`nol, wen rat dic highesi filth of liaabrine cra°eaikr6 R fpr we noel 6 u"d Wren)ser threat the P.1 ldnleiltlO sfi R at(ill finrefs remain c overcd ors hevei'n provided and th,c Pi)(4/14'Fk[so'4 rani iCil€,lorrrilmilons in.the nen,Fund year sha/1✓e(daiJ'imin"d by a 'tellauiv e c'weribulio n"(is e et✓_l-ni(r c d be Ret.iced If)e90 than Borerd with the Pool Mo bcr's nitric I air maI contribution irr be a r celited hs the amount paid in acconkin e ra oh thin tentative cowribution and alliu.sied during the Fund Year. Int the event the Poo/N(einbcr does not wish to have its coverages extended or r-circ at ed car the end of cion(ural Teta; the berrden Shall ha'alma/the Pool M mbcr to mivc written noticc tri the Fluid ac provided learn artabovc and the Pool Me'rnbl r o rces to pay as licrernabo e mated rill e onlrtbutiony or pro arta(owriburiors until the dote such w r(ticrt(notice is rccen'ed ill t0ie,of/ices q/the l'und or the date ref tcawlination of this Aga-convent,whichever is latctr (S. Commensurate with the execulion of this Agice meill avid MIUually the;rea tei,ill(.,,Pool Memb a sVsa ll complete flit appropriate exposure suarataiary and dcliver it or cause It to be de ivered to tiler hind,or,it so instructed,to it desigmalco contractor.no later than September I of'caaci year and new atiunnap contributions shall Ire talc ukiled using milmial rates t mes<exposmree,less any Le1justmems. Intentional or lslc ss anisstutc rnerrits on tics expro,aare stilonlaary shall he.ta�ounds too cancOlation, Ill the event that tilt^Pool Mctxab<a fails ix-refuses to salmis(the arp-,p¢oprirale exposure summary,the 7vtand rase rs c•s lhce right Yen terolimite such Poof Member by giving tlmty(30)days wrrrften notice turd to collet ally;(pini all contrubnturns than;ac eoarncd pro raalaa lou flic period prectxhraa=contract to a'rxiuttrditn'i. Hie Pool Member aglecs to play the imillml coiltrihiltion to flit brood ill four(4)ctfu;d quarierly irasufflo7'aews,in,tdvaru c.commencing Lit the hevinrnngofthis Agreement svnh�,mhseclue.n€itnslillincentsdue tile first cpuartceiiheretfteee, Pool Members who elect adedttoible it)(xcess arf 9+75,000 Jiall comply Mill the rnoutily jxeylnew schedille oudincrdf to tlae.uru in irlfuncc°of assuming siuch it largt.e dceeluctible. Pn fire (nem this Aurefement I,,t ernmalled as herein p➢rovk1ed.,the hued.shall promptly repay to fire fool Ma mller any 4UClY UlleilYned almnal ceon"ibution prderatcdp as of the mater a[lerminadon,and drre Pool Member ilgreeve dunngy,tkre(tiara of ribs Ag ic;eme nt to promptly pay aIN rcetrn rtrsnP>lc Ce dU tsl,lcea open((rcrce^iprt of statement. At the end oI(•scala and dery Riled yew..the Fund slay recpnrre dw fool Member to suhnit v)c,ad;iva i(lata relluested ran file€;xpioso.rac mmiunaary tis rae(lecled Cry the hooks and records aril`tltr Pool Member. 'I he Fund rescrvrs the r rill to audit the records of arty fool membe•t and adjust conaatl�ntions, is oiduag„Iy,. It)file event deo then fool Member fails or refuses to rnafe tires payunceruus including accrited intciesl,a;,icerem provided,the Fund reserves tile ri it to(cit inloVc,suds Pool Meatnber by g,ts toy.,then(ten(10)days writleti,notice,and to collect any and all aruounk that. are canned pro mala fear dic period prrcLs.,diufr coniract tseurasrcttion. H tile amounts owed,irtdudnt(?reimbimAthle deductibles,have to bbe collcecied by snit'.,ilic Pool Member r,awrec,s to Tray atlornc ys”fees and costs irlcirrrcd ua etch suit. 7 i lle f°'und shall IlMirttauut addecpuaatc lmic action Iron catmtroplec lose s,to pros cl oils linanci al irate.,trty A,!g reg.aic protection shi li idso be irttttnI,tinc(L I'tie Mellll ct"s coIiiItlrutions shaalf Pre dtiaaired to that banmiunt us cauleuInted under this At,recranient. S. Nofwtthstariding the provisions ofthe foregoing Pro atap?r,aprin,if is apet'd the llo,ard shall have the right to adjust Ific^'finan6rat prolecdon ouathncd above widlor.anvil l coverages;as it fund(cava ililblce or dcents unecc,satay to nulintader tile fiscal soitndncess,of the Feaand rat the beplinnng of err during any fraud Yeaar. 9. "fire,hand wtdl mtakc,a ,ad able loss control stns tc(aes to rhe f'ool Mcertubd„rs to a,sisf lNon in fohowille a plan oP loss control lime,rrtay result:ill led,Puacc d loses. 1'@wc Pool Member agrces that it will¢oopaawtatte uta in,Ututin",ars.,and gull reasonable loss control recommm. deutons. III the event that lie r(tc omillendations Submitted seem nurrewsonabe,file Pocif Menilhet has a riglu to aprp cid to the bloard of f uslec.s. 'File Board Sledl irar Oic obyections of the Pool Menilleer at its are xt reiiulally sc:hedrded auccting and.Its duisions will be final and hindmgs ort all pa,ar lies>. Any Pool Member writer does not,a.rc^e to Iolkmv the deciseout of the Board 4iall be;,%vithdtawn from the IaUnd immedi.atcly. 10. '[he fool Met nber agtrrces ihLI1 it svifl apaproirrt a colt1act of,(Aa p.kttarac"Iat hec,aaa ytink.,and Itie ITund shaiIi neat I',re req Iiired to contact arIy cdther individual except this orae•rierson Any notice to ot'any azta'ccnta lk with the contact shall he htmhng;upon the Pool Membea ']'Ile Pool Member rc wrvc.s Vltdr rry;h¢to rh�uas c the coil tild from ttmce to laux e Ply giving,Is ilk,II Iioticc°to IIle Flund. 11. The Fund lglvct to handfc,all liabtlily and pnolleruy,ckdllls iind provide it d Jensc foe array and all liallifity Claims etrvere'db under this AIns.,, nicuit abler prompu notice ia,trema giva.n. Fite Pearl mentbc r hels."by app>ourts,the hind midJ'acrd(;ontracior,as its.atzertts to act in;til"natters plant airainii to processing and handling,of ala€ms covered undca this Agaee nleent and shall Cooperate tltlly in Supplying any ilflorn'Ll Von nCd'fed or help;7ftlal in"elileniclit ordefmse ot'such clainis. As le sp',lects litibility Claims,tfae Fuad staff and Contractors shelf caw(°y on all unc(>.otitatuons with the ck6inan r..andl his((lora c) and negor,atde within uuthotity prreviousb granted by the Fund. ll'a p>er',onzd appeiurance b} (pace Poop Member or all cnlpaloycc is n . cce ,,asy,dc.ue xpac n'w of flags ap>iwar.nrc:e will not be tl'te tesp>ouusibrfity of bate Fauund. With the advice rand consent of tic"lcumd,the Fund Mail and dic CmAracto s swill retain and mlp ry ise k-git1 counsel fair trace prrcrsc,c uiiirn and CIC(clise of'aant hhieaf:ion. All d vcisiona crus mdivillmd Cases s➢tall he ila,lde by ria hind throiaph the Fund staff and tllee <g oillucoors,which includes the decision to appeal or not to appeal. I lower cea,aany Pool Member shalf B'u,tve the:iight in any case to consult Mill the I turd on.(ray decision rurade by the Fund staff or l on n"Mors l he Hoard shall hear Clic:olljeclions of tic Pool Member sat its next re uhirly sccerdnled mectinp and its decision will be final,and britt hill:on all p>,artoes. Arty suit brought or defended by tine^. Mild Shall he bronvltl irr do fe:lhhd d onlw its tic^ouai'lle,of rile Pool Member and/or its olffcers or employraes There shill be sugtplied kc,,ised 10/90 periodically to each f'ool Member a COrnpnter p]Nhont ntvnbiny<a saatemenf of claims As acs imm Ge TML Mr:nitci A I hbihty Setif 1n51nmwe flail,We Fund shall have priority in elnPoal tall,its su myttiem a drns a titins x the Oaks of poc,rl Mernha mmpt as to chitins of tile 1'exas Mumcrpad I_,a,tue WmI«ers"4'ornpamstirart Jonrt Insanance kind,which sh,.11l take preference. 0 Tile K"Melnhu aaclaim Ic+S n fiat It has lerc Ned a"qj of dw Bylaws of the find aild npreces to&Be Pry the IDy haus and,airy arnendifients thereto. 3. l'he lord,a))rs es that If 8 hind transactions%%fl]be annnarhs audited by a nationally rea oplircd cellificd g>ublic ncconlalnbOrin. It If amt tc•a,luH?tie loMal 50 srf e to br filed thea nc c c swfry lax forms vvidi 4he interni d Is(,wi na:Service. 15. As,ill(,,;adtrtimssir,ator,of IN:Ful We HwW strait Miruarrly acrd c"tsr,aently 1cT AW11 ost in file"II dcbbciaulons timet LICOsdons in operaitult.,the Flild tliafl crlch of rl'tr.lr;usicil atir4ct fool Ma nuhaars is of ' elf insuloAY At le"at mra ly,mc,P3o,nd shall c Csatf d,review, stud}and consicic r the acin al c Lula s of hiss expenc race(Inchu:ling reserves for dome claims payments)of crania of the Wool Members, than Irro r,naa sae Ins.s to the I'mid re nftiurr front cncrall Ills',exilericnce atteibuted to catch flool Mcnlhcf; ,and lie pro mala portion of dlc carst of aft catasUop ilk has patecom arid sygregmc skW lets praAetton Ak wWcd tel wMi fool Meinb€;r as well as file•pro rata A locution,as deterntineed by file Board of file other and ncccss,a y a milli strativ e,expenses at tlsc floo1.In orlon to leasonably determine (he aacnial pro rata cost,C)pence anal lar s e.ximmixe of each➢'crc'rl Mefnber in order t0 nwinsain a,nniQ as pro,',ible asl qtntal'k and reasonable;sell insurance.<adnaink0anon of the lannd as applied to edea l'oo€Mc.nlbeer. The 1 urinal sftald nl,apnrca'irr catacr aeservass and sulrplenanfal tc°veru¢ coniptiled of aaaccotdsance with suns dard aactnarial principles,lak.- nc into;recount Instorical and othct data,de srpaned to mea:stne chiuns developrncnt and clanns incrur'rc,el bw not yet rc yfoncd,so Ylia€ Plaids will be availahle to rncel flicso clanf'rs<a"dwy become cine. the I'und str,rll idso establish,and tnainanll i reserve far Renarn of (umtr 111,1601ts€0 fnZ-111CC'ens ale the fls cool lncgrdt ol'tfre I and in the(,writ of a powinial aaelt erse.,loss dove 9olralwilt. Only claimer fool MelnbCrS nfa� ICCCive 1-0turn of conttcfn.inon. 10. The laool Mc.rnhel Ina)elect ro praatflclpalc in die fund orll) to thre extent of obtinnma;a adrrnmtstrative scrrviccs,and,if desired and tuvail. aide,reinsnrance. Ing that event,Hie l'ool 1"Clilhur shall not make c onfributions as pt"oe ided in F'a ni tralfvh 5 nor recek c the.c ovca a}eW pray id ed for Ili the"1 lull. '~sell Ins umce Phi nor Ball tdw I Mp_.,I"a SAF Iris urancc Favid be liable for die,pray relent of claims apt.afnst the.d'ool Mcrrrber. The I'nrld shall only handle and service claima fcrr fife I'ool Member alnd pay same nue of fnnds Oar he cdepoa,ned by the°Pool Member in a scrliarate acconnt adiluniskcread by me faund darn ow pay ama of cH arms nmi pidgniems only apimst that 1'001 Mender as herrctnafter provided. Nomithsainf-hnaz the provisions ofanry other wcf on of this Intedict,l,.reearcnt ,a front P+dmVxemlo¢rNucaas Orr rc.c.clve.Adfnini5traativr. Sce xccs(7111) its specified in Ow:Mwl cd ikoarations(iwrcthmnor ra find to as the A%t""1&m zer')WWI 4 sAQ no the folhreenl�t re(f1drenteent:,and conditions: A. A11hcrtua h the A`3(:)MY4 Mcnulmr will recover anvi,go:docnnma sernna<. dorl:h We on aen,pr wixi lv,tasratra,,conditions, CXCIUslOns.nad lla'nitaInflIs p1`00 led ilii"in Ow l'Ml Self Insaratice I'knis,these docninl...n s ate not Intend4•d to alld shall not civ atv fill inSlrred in aver relat4anship bctV✓ecii tic f"nnd or ally of Ito ofliel 1'ooj mcnlbci-s and the AY(D 1'001 Morlabe',but tat.diCaa.re roeldcds,lrlcfy tot dw,pnrposesof: (1)cdcfil¢4n,1.the scope ol,cillinv,the I'nilded)fl,utfilecillbehalf'oftheASO I'oolMcinrbcr and (2)(ekinin z Ole nanav and scope of`clainrts and condrfrons applicm)lc the lclo,that wM die cove red bys r'ernsmnlce,rf aeaidabfa and obraiwct by flus ASO Poll Mailer,bn,yond iffier ASO Poop Mcvnbc v s,svlf insured retention, l fear FfIlin d shall not Itself be Mable: fair the pay unlit ofcdalims oraliainsl the elan titq,,AM)fool Member.nor 10 pnov tde the eh c knit ASO foal Mcnibe,r wO a deft m Wig snci clanns err,nils at ti"xlrcmcr K die Fetid. `filer lxund wih only m,ic payments on bdr Ilf of to AM f f000l Men hey out offile ASO fool Menibcl`s claims.account J 1 ASO fool Menihei shall comply Miff all mgaurctncnts of iany rc0swer unc51"haat hart Holed tar fel nAll y imwh cl tints repronc privix sed s ithm i s that would Intgrim file Niutsmr ors evell as Inos,nvsrs rep lits invopvrnq taipatton. 'The ASO pool Membe? Ialydwi afasra-c•s to Hold the.Flail haindes;from any and all chfinls(ntc.lnd'llgr attorney-Iocs)that nely be a�sc rued agaimi tile Fuand f'or the;nam p"Irlmo oaf any<:panns tine:to iliac faileorac of the,ASO Pool Mentho.,i to naainlsalfl aafcepnafe level v ei,for the Iraq licit of c lailm m wa an cla€ins based aup m brcac 11 of a duty coif good faith and this dcarlln„_>bec,m ss of`etre A`al)Poarl 1110 c^r"s a1 tl eil aaweutss`COnduct tvve duct tine fitIIlant. pS. Irl connection with claanm whInn tho scope,ol`il'.e carve nacre A wwot ,the l m shslh pre>v eb:ilia fi.>iav by ,cavi n or oil IxTalf, of the ASID Ilool Member as c oninmerd specifically In the attached Occ 1 aralions: Overall contract;aned claims adinlnistratioin ? l oiss control tsarre ices to the ASO Y fool Member to m isst ii ut dnedopl ly a plant of los control ro atimnrpr 4o caro W or reduce Plus:f're(filency did sclel ty of ela ants l unst it tticavls d iorsx) 3 (:Taints servicing incluilice;ntvestignlfon and rec ommenllation by fhe°Furrd'° c:ontrlic°tors:periodic meetings wish tfree ASO Pool Member's clarets official or chdilis coiminittee attello xl by mpiesenfatives of('ontracaors, ,IC:,lalrnsadministration including crartrentattonand recommendation of zr.:€^ria€.,re,,atvecalms handlingarle defense rec;orrrueemddtiom,by the Tallied claims rnamr,,er and assatstants,as well as review art all files to rnonitor trite ASO D Poof Member"s ;elf ilisurimcc exposurepapticipatioll by d rr,lnd stall member(s)in Or(,periodic me;crting[s to review claims with the AS()Pool 11Menflm's claims official or cfairris colurunilwe.. 5 Stor r,.e and retention of clahns records,periodic MI,S reports detauhngt claims rind loss intountation,end hi:,amy rlie I^"um shall cho-u p file "ASO foot Me mbcx izs usu ill and custon-ell'Y cluirg es for the af�uncs<uud services boo cd ora actual scr vices provided, Allocatc,d e Iaim expenses,includntg;de f wic,aUotmey's fees,alr,covef.y leas.,exp ut and%vnllruess faun and Court cents shall be pralsl b,v tire. kind oil be"half of�the ASO Pool Mereb+er ow of the ASO Pood Membeu�s clairrrs,.Iecomnf its part of�the adminishlaive services provided by the POOL,bunt Shall uev r be,aan+xhpense or htrhility art the Fund f aur rather is solely that of the ASO Pool Member. The Fund shall handle ill]liability kind antomobile,,pthysicilll dml1i !e chlilits and oversee,,coordinate and imike recorrimcndations in connection with tbe°defense of any and idl diabidily Lilwsuits cover-ed under this Agrcenaeut aflel pronrppt notice has been,given. The ASC.)Pool Member hereby ap poinis Fund mrti`acrd C ontrxcior"s as its ag enk to let m all matters ppelmining to pproce° sing and han@li nre of claims covered under' this Agicenient and shall coope.rioe frilly PCV Supplying erll),information needed or helpful ill seltleme;nt.Or defense of'ouch d slims. As respects liability Claims,tire Fund staff and Comp' Bin`s shall Carry oil,d II negotiations vvith the ckfinlant or this attornel,but no setflement shall 1)e uncle without express(prior apnpprovid of then ASC)Pool Member. All c 1<airns cash[die discussed vvfth the ASO lloo4 Member"s claims offileial or chdkm cermmillee on,t periodic bullas. As information on e,,aclr clilim develops,the Fund slit1f irnd Contlacmi-s shall r idw reconmcii(hi. Proal,,cone c inmp>chum reservei,scAtlem erfl and v dietfner or not s case should be p led or se fl<d or a judgment shotdd be appealed,but,all decisions on inilkF idBlal cases OmIl he mrlde by pipe,ASO Pool merit e) Ill the cveni of Iafigalion,tyke Fund slilft kild Contniclors wiH tclain on bd:.half of fhe ASC)Pool MBenther l6;",..„ad cormsef alp1pioved by the ASO I fool MQ.'IViher to TIlI c W'W it and Will supervise the delense of ill(,' lkig,ation,including,any apppesl s. The ASO Pool Wrldicr shall establish in its name a"'c aims accoulit"aft a bard,dca,lynated by the:DunLL out of which the Fund,through its li,eotta,shall pity oll bePrald of uhe ASO Pool Member eluithfied claims or losses and allocated c farms expense including ing Court costs,fees dud cxpensC r of altoln¢ey s,indep endem illve stVg;a oi,,experts and witnesses and all other casks,charLes of exp nis;properly c'harg,eable to a ytahhe d cliAim or doss. Funds Shall hu,Ip ovided ill illi(,mcuption of the ASO Jy/fCuibei'S sclf illstll-lin (e prop±Yate and promptly froln t4rrie to lime:under dic following flarrnuhi based oil estimates furnished by the.I'Uod of th(,allltiCifMIP'd Or,tclual level and vohmle.of,qualified Claim's or losses and alloedted expenses The ASO Pooh Mcimt[me shat(,deprosjR into the account initially an amount eejual to one-foulfh('/a) of then estimated volume of qualified claims Or Josses and allocated dairn expenses during;thc first twelve(12)mondis of its self insui-. bice prof rain and each month fhereeidwer,or sooner if'necessary,o;h tll deposit info life ac,c oum an antouni isufhcieiii to reslore.,maintain In Incretisethe iwc olml bilhincee to all amount criwil to one fo7urlh(4}of the estimated volurm o'f qualiked ckiii s or lof•ses tuld all«eilml c1sini expenscs dining,the next twelve(12)nroulhs. 1110 Finial shall acrcount to the ASO Pool Member unont9dy for,rip exprendoVnres from tlW cdamts saccount. f f"ll"my tigne the,chains slccoueri bahipnce drops to below fifty percent(50i/a)epi'`the haalimcc cmrc°ntly a tilled for under the,above fonurila,the ASO Pool Member shall IprorIrpt ly deposit additional til nd9s to rc°storc the I'LdI bit lanCrr I)tdring any period off Ilose IItalf the chitin a accouunt hadance is fifty percent (501/,)or less of theft Curpen ly calllc ti frerni under the formula,only a11oe ate d ciaint cxppensus slndl be Ip art crit tied die,ASO Pool 11Mer bob shall ditectly-pray qualified chiles of los es out of o het funds uni d it deposits into ille chart°,account the illnount nece.sur}to restore the account to its furll hatarlce, In lhC evemt pnay per:n€of it geaahfie d claimr or loss would reduc¢•the CklitlB i1CCOU111 biddlIcee to ICSS¢hall fifty percent(501,%)of that called for under the frrninds,the ASC)Pool Nleynbei ,hall be promptly no lif ed and shall cither pray the cpuaknfiaed claim or loss directly oul of other funds or deposit inter flk LL'lilrts ae('orplrt Sliffitcie ni funds for its ppaylrlent. It is exp1rf`,sly understood do the Fund shall nor be recruited to advance it s own funik or those,of ihd.,loinf Sell'Insttrance 1'lrnd to pay claim,,,or dos sops or idlocated exp Cremes hol ourrden Or coll1inuc to perfrrt in airy services hereunder if thce ASO O Pool Member fails>tit)providc nit ccesskary and tideynate hinds ars herein set forth. It sfi,:tll he the sole iespu>nsibihey 111 tree A"30 Pool Mentb°r lo,csfahlisln and maintain adeclnate uescx ves sur adcdiiion lo the limited Iunds ill the clamp,account for payment Of all claims including c alaasta'o phic rlaiins the Fund will provide reserve recomincndations tied �,tillnakc's of liabidify er,piiorsures,but broth fpaatics reidile l&r rr judgr,es and yurriees hove.wide disciretion ill as.c tsf,ing dalmage awards and ific invard ill,lily partiruNat case may be g11V edy ill exrOS of or lmNlily pass than it recomrneudud teserve. R"'ised 1WsO Either party to this agreement may at any time terminate it upon sixty(60)days written notice for any reason as to either all pending and future claims,or alternatively,only as to future claims. In the event cancellation is,with respect to both pending and future claims,the Fund will no longer be obligated to perform the services outlined in this Agreement and shall Promptly and in an orderly manner forward to the ASO Pool Member or its designee all pending claim files. In the event termination is only as to future claims,this Agreement shall continue in full force and effect with respect to all pending claims and claims occurring but not reported prior to cancellation until concluded. In either event,the ASO Pool Member shall be entitled,if it so requests and at its own expense,to have the closed claim filed retrieved from storage and delivered to it. In the event the ASO Pool Member does not request closed files in the notice of cancellation, however,they will be retained or destroyed at the Fund's option and the ASO Pool Member shall have no recourse against the Fund for failure to retain them. Mwnbei,Fax Fund Contact tdom;.0ion Ot Owent tram member) Address_ Tckipnone.—_ TO BE COMPLETED BY MEMBER: EMPLOYER MEMBERS'FUND CONTACT(See Section 10): MemberName—---------- -------------------------------------- ................................................................................. Name Title Mailing Address Street Address(if different frontabove) City Zip Phone SIGNATURE OF AUTHORIZED MEMBER OFFICIAL Title Date Member's Federal Tax J.D.Number ........ ------- This Information is MANDATORY TO BE COMPLETED BY FUND:(OFFICE USE ONLY) Effkctive Date ..................... Member Nante Comma Number ................. SIGN,Xfl,JR E 0 1 rA I,I TI HJR f7,F!"D V L I ND 4)ITIC I A L 1"We Date, Revised 10/90 se o� � AGENDA MEMORANDUM Future Item for the City Council Meeting of December 12, 2017 NORPOfl P�E 1852 Action Item for the City Council Meeting of December 19, 2017 DATE: November 30, 2017 TO: Margie C. Rose, City Manager FROM: Miles Risley, City Attorney MilesR(a)-cctexas.com 361 826-3361 Broker of Record Services for Insurance Coverages including Excess Workers Compensation and Excess Liability CAPTION: Motion authorizing the City Manager to execute an amendment to the Broker of Record Services Agreement with Carlisle Insurance Agency in an added amount of $60,000 per year providing for added broker services for insurance coverages including Excess Workers Compensation and Excess Liability and providing for the obtaining of competitive quotes for any insurance line of coverage placed through the TML Intergovernmental Risk Pool and providing for renewal of said services agreement for the two years that will be remaining on the services agreement issued pursuant to Request for Proposal Event No. 71 in 2015 PURPOSE: The City's excess liability and excess workers compensation coverage lines are up for re- bid in 2018 to begin in the 2018-19 fiscal year. Now, the City is at the point where it needs to determine whether it will purchase excess/umbrella workers' compensation and excess liability coverage insurance beginning in Fall of 2018 through traditional request for bids or by utilizing its broker of record. Due to the complexity of obtaining the City's excess workers compensation and excess liability coverage packages, (1) City staff would need to begin putting together an insurance procurement in January of 2018 or (2) the City's broker of record would need to start reviewing the coverages in Spring of 2018. Prior to 2015, the City utilized requests for bids to obtain virtually all of its insurance coverage lines that it did not obtain through the TML Intergovernmental Risk Pool. In 2015, the City changed its traditional methodology and began obtaining its property insurance through the broker of record method. Staff has realized cost savings through the use of its broker of record since contracting with Carlisle Insurance in 2015 because Carlisle reviewed the City's flood insurance program, adjusting coverages therein and provided a valuable disinterested source of inquiry to reduce expenditures on the City's insurance consultant. Consequently, staff is willing to recommend expansion of the current broker of record contract with Carlisle to add its excess liability and excess workers compensation coverage lines that are up for re-bid in 2018. As a broker of record for other area governmental entities, Carlisle Insurance Company has indicated great familiarity with the Texas Municipal League Intergovernmental Risk Pool. Accordingly, Carlisle is willing to utilize its market access to annually determine whether any of the TML Risk Pool lines of coverage are encountering competition in the private insurance markets that would allow the City to realize any cost savings in the private market. The City always seeks to obtain the lowest cost coverage, and would utilize competing private insurance markets in those years in which coverages are more cost-competitively provided from the private markets. BACKGROUND AND FINDINGS: Texas Local Government Code §252.024 provides that a City is authorized to utilize a sole broker of record to obtain proposals and coverages for excess and surplus insurance. A sole broker of record is only retained on a fee basis and may not receive remuneration from other sources. ALTERNATIVES: If City Council chooses not to authorize an amendment to the broker of record agreement, then the City would prepare a traditional request for bids for excess workers compensation and excess liability insurance. These coverages would be submitted to City Council in Summer of 2018 and become effective in Fall of 2018 OTHER CONSIDERATIONS: Not applicable. 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: Risk Management Division, City Attorney's Office Purchasing Division, Financial Services Department FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget $935,625 $0 $935,625 Encumbered / Expended Amount $581,502 $0 $581,502 This item $60,000 $0 $60,000 BALANCE $294,123 $0 $294,123 RECOMMENDATION: Expand current Carlisle Insurance current broker of record services agreement to include obtaining excess/umbrella workers' compensation and liability coverage, TML Risk Pool insurance product quotes for an additional $60,000 a year not to exceed $105,000 for the duration of the current contract LIST OF SUPPORTING DOCUMENTS: Current Broker of Record Services Agreement for Property Insurance executed in 2015 Proposed Amended Broker of Record Services Agreement SERVICE AGREEMENT BROKER OF RECORD SERVICES FOR PROPERTY INSURANCE Service Agreement No. 71 THIS Broker of Record Services for Property Insurance Agreement (this "Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City"), acting by and through its City Manager or his designee ("City Manager"), and Carlisle Insurance (described hereafter as "Contractor"), effective for all purposes upon execution by the City Manager. WHEREAS Contractor has proposed to provide BROKER OF RECORD SERVICES FOR PROPERTY INSURANCE in response to RFP Event No. 71; WHEREAS the City has determined Contractor to be the lowest responsible proposer; NOW,THEREFORE, Contractor and City enter into this Agreement and agree as follows: 1. Services. Contractor will provide BROKER OF RECORD SERVICES FOR PROPERTY INSURANCE in accordance with RFP Event No. 71 ("Services"), which request for proposal and related specifications, if any, are attached to this Agreement and incorporated by reference into this Agreement as Exhibit "A". Contractor's proposal to provide the services is attached to this Agreement and incorporated by reference into this Agreement as Exhibit "B" in the amount of$24,135 annually as well as the commission associated with the National Flood Insurance Program (NFIP) policies that are purchased annually by the City for the full 5-year potential extension period. In the event that the City elects not to purchase the NFIP policies, the contractor's fee will increase to $45,000 annually for the full 5-year potential extension period. for the full 5-year potential extension period. Optional extension for annual periods after the first year at said fee amount shall occur only if, the overall insurance rates obtained for property insurance are maintained at a level the same as or lower than the current overall property insurance rates not withstanding any natural disaster or catastrophic event. 2. Term. This Agreement is for a term of one (1) year, commencing on the date signed by the City Manager and continuing for twelve months thereafter. The term includes an option to extend for up to : four additional one-year periods subject to the approval of the City Manager. 3. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement including deductions for non-performance and authorizations for payment. All of the Contractor's notices and communications regarding this Agreement must be directed to the Contract Administrator, who is the City's `Risk Manager. 4. Independent Contractor. Contractor will perform the Services hereunder as an independent contractor and will furnish such Services in its own manner and method, and under no circumstances or conditions may any employee, agent,or representative of the Contractor be considered an employee of the City. 5. Insurance. Before Services can begin under this Agreement,the Contractor's insurance company must deliver a Certificate of Insurance as proof of the required insurance coverages to the Contract Administrator. Additionally,the certificate must state that the City's Risk Manager will be given at least 30 days' notice,by certified mail, of cancellation,material change in the coverages, or intent not to renew The City must be named as an additional insured. The City Attorney must be given 2015454 thin 15 days of the City Manager's written request. 12/15/15 M2015-125 INDEXED Carlisle Insurance 6. Assignment. No assignment of this Agreement nor any right or interest herein held by the Contractor is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is the essence of this Agreement, and the City's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 7. Fiscal Year. All parties recognize that the continuation of any contract after the close of any fiscal year of the City (the City's fiscal year ends each September 30th) is subject to budget approval and appropriations providing for such contract item as an expenditure in the fiscal budget. The City does not represent that a budget item for this Agreement will be actually adopted, as that determination is within the sole discretion of the City Council at the time of adoption of each fiscal budget. 8. Waiver. No waiver by either party of any breach of any term or condition of this Agreement, or Exhibit A, or the Contractor's response to RFP Event No. 71 waives any subsequent breach of the same. 9. Compliance with Laws. This Agreement is subject to all applicable federal, state and local laws. All duties of the parties will be performed in Corpus Christi, Texas. The applicable law for any legal disputes arising out of this Agreement is the law of Texas, and the forum and venue for such disputes is the appropriate district or county court in and for Nueces County, Texas. 10. Subcontractors. The Contractor may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Contractor must obtain prior written approval from the Risk Manager. In using subcontractors, the Contractor is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Contractor. All requirements set forth as part of this Agreement are applicable to all subcontractors and their employees to the same extent as if the Contractor and its employees had performed the services. 11. Amendments. This Agreement may be amended only in writing and signed by persons authorized to execute the same by both parties. 12. Termination. A. The City Manager may terminate this Agreement for Contractor's failure to perform the services specified in this Agreement and its exhibits. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period stated in the notice, the City Manager may terminate this Agreement immediately thereafter. B. Failure to keep all insurance policies in force for the entire term of the Contract constitutes a material breach and is grounds for termination. Upon Contract Administrator's receipt of the required notice of any change in coverage, the Contract Administrator will provide Contractor with written notice of same and give Contractor a reasonable opportunity to cure. If the Contractor fails to cure within the specified cure period,the City may terminate the Contract immediately thereafter. C. Alternatively, the City may terminate this Agreement, with or without cause, upon 20 days advance written notice to the Contractor. However, the City may terminate this Agreement upon 24 hours' advance written notice to the Contractor for the Contractor's failure to pay any required taxes or to provide proof of payment of taxes as set out in this Agreement. The Contractor may terminate this Agreement upon 90 days' advance written notice to the City. D. If the City terminates its Contract under the foregoing paragraph, the City shall pay the Contractor for services actually performed prior to such termination, less such payments as have been previously made. Contractor shall not be entitled to any further compensation for work performed by the Contractor or anyone under its control or direction from the date of receipt of notice of cancellation including any and all costs related to the transferring of any files to another Contractor or any costs related to the electronic transfer of any information including,but not limited to: tape transfers, downloads,uploads, CDs, etc. E. Upon termination of the Contract, the Contractor shall provide the City reproducible copies of all work completed or partially completed documents prepared under the Contract — all such documents thereinafter being the sole property of the City within (30) days of such termination at the Contractor's expense. 13. Taxes. The Contractor covenants to pay all payroll taxes, Medicare taxes, FICA taxes, unemployment taxes, and all other taxes in accordance with Circular E "Employer's Tax Guide", Publication 15, as it may be amended, and applicable federal and state laws. Upon request, the City Manager shall be provided proof of payment of these taxes within fifteen(15) days of such request. 14. Drug Policy. The Contractor must adopt and enforce a"Drug Free Workplace"policy. 15. Violence Policy. The Contractor must adopt and enforce a"Violence in the Workplace"policy. 16. Notice. Notice must be given by personal delivery, facsimile(fax), or by certified mail, postage prepaid and return receipt requested, and is deemed received on the date hand-delivered or faxed,with proof of accepted transmission, and on the third day after deposit in the U.S. mail if sent certified mail. Notice shall be sent as follows: IF TO CITY: City of Corpus Christi Attention: Risk Manager P. O. Box 9277 Corpus Christi, Texas 78469-9277 Fax#361-826-3697 IF TO CONTRACTOR: Contractor Carlisle Insurance Contact Person: Torn Carlisle Address: 500 N. Water Street Suite 900 City, State, ZIP: Corpus Christi, Texas 78401 Fax#: 361/884-3470 17. Month-to-Month Extension. If the City has not completed the procurement process and awarded a new agreement upon expiration of the original contract term or any extension period, the Contractor shall continue to provide goods/services under this Agreement at the most current price, in accordance with the terms and conditions of this Agreement or extension, on a month-to-month basis not to exceed six months. Any month-to-month provision of goods/services by the Contractor under this Agreement automatically terminates on the effective date of a new contract. 18. Severability. Each provision of this Agreement is severable and if, for any rcason, any such provision or any part thereof is determined to be invalid and contrary to any existing or future applicable law, such invalidity shall not impair the operation of or affect those portions of this Agreement that are valid,but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part thereof had been omitted. 19. INDEMNIFICATION. CONTRACTOR SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS AND CAUSES OF ACTION OF ANY NATURE ON ACCOUNT OF DEATH, PERSONAL INJURIES, PROPERTY LOSS OR DAMAGE OR ANY OTHER KIND OF DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT, REGARDLESS OF WHETHER THE INJURIES, DEATH, OR DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTORY NEGLIGENCE OF INDEMNITEES, BUT NOT IF BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR GROUP. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL REASONABLY SATISFACTORY TO INDEMNITEES,AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR SOONER TERMINATION OF THIS AGREEMENT. Contractor: Carlisle Insurance Signature: nin ca-A�- - Printed Name: Toni Carlisle Title: President, Carlisle Insurance Date: Uth 1� Y LVUNCIL.....�.. CITY OF C U HRISTI �~ SECRETARYD Signature: *Mod b 10 2 7 I S Printed Na e: on lson �� Title: Cit M a e rtt City Attorney Date: I I &I ZI5 ;atr,4ttomey ATTEST: REBECCA HUERTA CITY SECRETARY CITY OF CORPUS CHRISTI PURCHASING DIVISION BUSINESS DESIGNATION FORM ENSURE THIS FORM IS SUBMITTED WITH YOUR BID RESPONSE PLEASE INDICATE WHETHER YOUR COMPANY IS ANY ONE OF THE FOLLOWING: ❑YES ❑NO - CERTIFIED HISTORICALLY UNDERUTILIZED BUSINESS (HUB) Select all that are appropriate: ❑ ASIAN PACIFIC ❑ BLACK ❑ HISPANIC ❑ NATIVE AMERICAN ❑ WOMAN Please visit the following website for information on becoming a Texas Certified HUB: http://www.wiiidow.state.tx.uslP_LQcq�eMe!Iq o ub/, ❑YES ❑ NO - LOCAL SMALL BUSINESS (LSB) A for-profit entity employing less than 49 employees located within the City limits of Corpus Christi,Texas ❑YES ❑NO OTHER(PLEASE SPECIFY): ❑ THIS COMPANY IS NOT A CERTIFIED HUB or LSB THE INFORMATION REQUESTED IN THIS FORM IS FOR STATISTICAL REPORTING PURPOSES ONLY AND WILL NOT INFLUENCE AWARD DECISIONS OR THE AMOUNT OF MONIES EXPENDED WITH ANY GIVEN COMPANY. BID INVITATION NO: BI- - Firm Name: Telephone: - - Ext. Address: Fax: - - City: State: Zip: - E-mail: Date: Signature of Person Authorized to Sign Form Signer's Name: Title: (Please print or type) 23 City of Corpus Christi SUPPLIER NUMBER TO BE ASSIGNED BY C1TYTT— PURCHASING DIVISION CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST City of Corpus Christi Ordinance 17112, as amended,requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". See reverse side for Filing Requirements,Certifications and definitions. COMPANY NAME: P.O.BOX: STREET ADDRESS: CITY: STATE: ZIP: - FIRM IS: 1. Corporation ❑ 2. Partnershipe 3. Sole Owner E]4. Association 5. Other DISCLOSURE QUESTIONS If additional space is necessary,please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named"firm." Name Job Title and City Department(if known) 2. State the names of each"official"of the City of Corpus Christi having an"ownership interest"constituting 3%or more of the ownership in the above named"firm." Name Title 3. State the names of each"board member" of the City of Corpus Christi having an"ownership interest"constituting 3% or more of the ownership in the above named"firm." Name Board,Commission or Committee 4. State the names of each employee or officer of a"consultant"for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an"ownership interest" constituting 3% or more of the ownership in the above named"firm." Name Consultant FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof,you shall disclose that fact in a signed writing to the City official, employee or 24 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: Title: (Type or Print) Signature of Certifying Person: Date: DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi,Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part-time basis, but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship,as self-employed person,partnership, corporation,joint stock company,joint venture,receivership or trust,and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers,Department and Division Heads,and Municipal Court Judges of the City of Corpus Christi,Texas. f "Ownership Interest." Legal or equitable interest,whether actually or constructively held, in a firm,including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts,proxies,or special terms of venture or partnership agreements." g. "Consultant."Any person or firm, such as engineers and architects,hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. 25 CITY OF CORPUS CHRISTI, TEXAS Event No. 71 Request for Proposal Broker of Record Services for Property Insurance Table of Contents Section I Notice of Request for Proposal 1.1 Request for Proposal 1.2 MINIMUM REQUIREMENTS for Submission of Proposal 1.3 Schedule Section 2 Conditions Governing the Procurement 2.1 RFP Notice Requirement 2.2 RFP Procedural and Content Questions 2.3 Basis for Proposal 2.4 Submission of Proposals 2.5 Proposal Terms and Conditions 2.6 Disclosure of Proposal Contents 2.7 Late Proposals 2.8 Signing of Proposals 2.9 Cost of Proposal 2.10 Disclosure of Interest 2.11 Ownership of Proposals 2.12 Disqualification or Rejection of Proposals 2.13 Rejection of Proposals 2.14 Right to Waive Irregularities 2.15 Withdrawal of Proposals 2.16 Amending of Proposals 2.17 Proposal Offer Firm 2.18 Proposer's Qualifications 2.19 Consideration of Proposals 2.20 Termination of RFP 2.21 Service Agreement 2.22 Precedence of Contract Documents 2.23 Governing Law 2.24 No Obligation 2.25 Contract Deviations 2.26 Sufficient Appropriation 2.27 Recommendation for Award 2.28 Award of Contract 2.29 Execution of Contract 2.30 Disputes 2.31 Change in Proposer's Representative 2.32 Term 2.33 Change Requests 2.34 Termination of Contract 1 2.35 Indemnification 2.36 Insurance 2.37 Right to Publish 2.38 Proposer's Ethical Behavior 2.39 Quantities 2.40 Use of Subcontractors 2.41 Month-to-Month Extension of the Contract Section 3 Scope of Work 3.1 General Information 3.2 MINIMUM REQUIREMENTS—Required Services 3.3 MINIMUM REQUIREMENTS—Fee Schedule 3.4 MINIMUM REQUIREMENTS—Current and Former References Section 4 Proposal Format and Organization 4.1 General MINIMUM REQUIREMENTS 4.2 Examination of RFP 4.3 Proposal Format 4.4 Service Agreement Section 5 Proposal Review 5.1 Proposal Review 5.2 Compliance with MINIMUM REQUIREMENTS 5.3 Exceptions to Terms &Conditions Attachments SERVICE AGREEMENT BUSINESS DESIGNATION FORM DISCLOSURE OF INTEREST Section 3.2 MINIMUM REQUIREMENTS, REQUIRED SERVICES Section 3.3 FEE SCHEDULE Exhibits Exhibit A— Exhibit B - Exhibit C- Exhibit D - Exhibit E— Exhibit F - Exhibit G- Exhibit H - Exhibit I- Exhibit J - Exhibit K- Exhibit L- 2 CITY OF CORPUS CHRISTI, TEXAS Event 71 Broder of Record Services for Property Insurance Section I Notice of Request for Proposal l,l ''Request far Proposal The City of Corpus Christi, acting by and through its duly authorized City Manager or designee (hereafter referred to as "City"), hereby issues this request for proposal "RFP". The City is seeking proposals from qualified Proposers for Broker of Record Services for Property Insurance Coverages. Pursuant to the Texas Local Government Code§252.024,Selection rr f Insurance Broker— The selected broker may be retained only on a fee basis and may not receive any other remuneration from any other source. A. The City shall enter into a contract(s) for a period of one-year(1) with an option to extend for up to four(4) additional one-year periods. B. Joint Proposals by agents/brokers will be accepted. C. The City hereby designates Elisa Covington as the Procurement Officer with overall responsibility for procurement and administration of this service. Mrs. Covington's information is as follows: Elisa Covington Senior Buyer City of Corpus Christi 1201 Leopard Street, 4"'Floor, City Hall Corpus Christi,Texas 78460-9277 Phone: (361) 826-3161 elisac(iicctexas.com D. All inquiries or requests regarding this RFP must be submitted to the Procurement Officer indicated above, or her designee as specified herein, in writing and online, via Public Purchase.com using the electronic question submission feature specific to this RFP. Such inquiries or requests must be submitted by the due date and time provided in Section 1.3 of this RFP. Other employees do not have the authority to respond for the City in writing and any attempt to question other employees regarding this RFP may result in the City disqualifying that Proposer. Only written responses from. the Procurement Officer or her duly authorized designee will be binding with regard to inquiries requesting clarification or additional infonnation. The Procurement Officer's, or her duly authorized designee's, written responses will be released simultaneously to all prospective Proposers. E. All questions and requests for clarification from the City shall be received, as described above, by the Procurement Officer by the date and time specified in Section 1.3 of this RFP. Questions and requests for clarification received after such time shall be deemed late and shall not be considered. 3 The City will provide written responses to all prospective Proposers in the form of written addenda specific to this RFP and published on PubliePurchase.com, if such information is necessary to Proposers in submitting proposals or if the lack of such information would be prejudicial to uniformed Proposers. Oral explanations or instructions provided by the City before the award of the contract shall not be binding upon the City. F. The date and time the Proposer electronically submits its proposal via PublicPurchase.com shall be electronically recorded by PublicPurchase.com and shall be the official "time stamp" for the purpose of this RFP. The time maintained by PublicPurchase.com shall be the official time for the purpose of the DUE DATE FOR PROPOSALS provided in Section 1.3 of this RFP. 1.2 , MINIMUM REQUIREMENTS for Submission of Proposal A. PROPOSER SHALL SUBMIT ITS PROPOSAL ELECTRONICALLY, AS INSTRUCTED HEREIN, VIA PUBLICPURCHASE.COM. All proposals must be complete and accurate and in City approved format specified herein. B. The City's Charter and the City's Electronic Procurement Policy require that all proposals submitted be sealed, secret, unopened and time-locked through the DUE DATE FOR PROPOSALS specified in this RFP. Therefore, proposals submitted directly to the Citv by facsimile machine, e-mail or hard copy will be considered non-responsive and will be eliminated from consideration. C. Proposals will be received, electronically, before the date and time specified in Section 1.3 of this RFP. Without exception, proposals received on or after this deadline are late, shall be deemed non-responsive and shall not be considered. D. Proposers shall comply with the additional detailed instructions regarding submission of proposals found in Section 4 of this RFP. 1.3 Seltedule The following is the schedule for this procurement: Date- ................................_.__..............._Activity. ...---- July ...July 24, 2015 Request for Proposal issued August 10, 2015 Written questions are due, via the question feature in PublicPurchase.coin, before 5:00 p,m. CT August 28,2015 DUE DATE FOR PROPOSALS: Proposals due before 5:00 p.m. CT October 20, 2015 Projected Date Award of Contract will appear as "Future" Item on City Council Agenda October 27, 2015 Projected Date Award of Contract will appear as "Consent" Item on City Council ARenda . .. ........... October 27, 2015 Projected Alternate Date Award of Contract will appear as "Future" Item on City Council Agenda November 10, 2015 Projected Alternate Date Award of Contract will appear as "Consent" Item on City Council Agenda 4 Section 2 Conditions Governing the Procurement 2.1 RFP Notice Requirement Notice of the RFP shall be published in the Corpus Christi Caller Times once a week for two consecutive weeks. The date of the first publication will be at least fourteen (14) days prior to the proposal due date. 2 2 RFP Procedural and Content Questions A. Any Proposer requiring further clarification of the RFP procedures should submit specific questions to the Procurement Officer as described in Section 1.1, C of this RFP. 8. During a review of this RFP and preparation of the proposal, certain errors, omissions or ambiguities may be discovered. If so, or if there are doubts or concerns about the meaning of any part of this RFP, questions should be submitted to the Procurement Officer as described in Section 1.1, C of this RFP. 2.3 .Basis for Proposal Only the information contained in this RFP, questions and answers, addenda hereto and information supplied by the City in writing through the Procurement Officer should be used in the preparation of the Proposer's proposal(s). 24 Submission of Proposals A fon-nal opening of the proposals shall not take place. 2.5 Piropos l Terris and Conditions With its proposal, the Proposer must submit a complete set of any additional terns and conditions proposed for inclusion in the Final Agreement. 2,6 flisclost ro of Proposal Codtents Proposals will be opened in a manner that avoids disclosure of the contents to competing Proposers and keeps the proposals secret during negotiations. All proposals are open for public inspection after the contract(s) arc awarded; however, trade secrets and confidential information in the proposals are not open for public inspection. It is specifically provided, however, that each Proposer must identify any information contained in its proposal which it asserts is either a trade secret or confidential information. Such material must be conspicuously identified by marking each page containing such information as "confidential" or "proprietary". If such material is not conspicuously identified, then by submitting its proposal, a Proposer agrees that such material shall be considered public information. 2.7 Late Proposals Without exception, proposals must be submitted before the DUE DATE FOR PROPOSALS. Proposals received on or after the time and date specified in. Section 1.3 are late and shall not be considered. 5 2.8 Signing of Proposals By submitting and signing a proposal, the Proposer indicates its intention to adhere to the provisions described in this RFP. Proposals signed for a partnership shall be signed in the Proposer's name by at least one general partner or in the Proposer's name by an attorney-in-fact. If signed by an attorney-in-fact, there should be attached to the proposal, a Power-of-Attorney evidencing authority to sign proposals, dated the same date as the proposal, and executed in accordance with the legal requirements of the Proposer. Proposals signed for a corporation shall have the correct corporate naive thereon and shall bear the president's or vice president's original signature with the name and title written below the corporate name, Any other signature must be accompanied by a resolution of the Board of Directors authorizing such signature to contract in the corporation's name. The title of the office held by the person signing for the corporation shall appear below the signature of the officer. '..9 rust oProposal This RFP does not commit the City to pay any costs incurred by a Proposer for preparation and/or submission of a proposal or for procuring or contracting for the items to be furnished under this RFP. All costs directly or indirectly related to preparing and responding to this RFP, including all costs incurred for supplementary documentation, shall be borne solely by the Proposer. 2,14 Disclosure of Interest The City of Corpus Christi's Code of Ordinances, Section 2-349, as amended, requires all persons or Proposers seeking to do business with the City to provide the Disclosure of Interest information on the City-supplied form included herewith. Every question must be answered. If the question is not applicable, answer with N/A. Proposers are obligated to provide updated information concerning the disclosure of interest, as warranted, for the duration of time the proposals are under consideration. 2. 1, Ownership of,Proposal All documents submitted in response to this RFP shall become the property of the City. 2.12 Disqualification or Rejection of Proposals Proposers may be disqualified for any of the following reasons: 1. There is reason to believe that collusion exists among the Proposers; 2. The Proposer is involved in any litigation against the City; 3. The Proposer is in arrears on an existing contract or has defaulted on previous contracts with the City; 4. The Proposer lacks financial stability; S. The Proposer has failed to perform under previous or present contracts with the City; 6. The Proposer has failed to use the City's approved forms; 7. The Proposer has failed to adhere to one or more of the provisions established in this RFP; 8. The Proposer has failed to submit its Proposal in the format specified herein; 9. The Proposer has failed to submit its Proposal before the deadline established herein; 10. The Proposer has failed to adhere to generally accepted ethical and professional principles during the Proposal process; or, 11. The Proposer has failed to provide a detailed cost summary in the proposal. 2.13 Rejection of Proposals Proposals may be rejected if they show any alteration of words or figures, additions not called for, conditional or uncalled-for alternate proposals, incomplete proposals, erasures or irregularities of any kind. Proposals tendered or delivered after the official time designated for receipt of proposals shall be deemed non-responsive and shall not be considered. 6 2;14 Right toWaive,Irregularities Proposals shall be considered "irregular" if they show any admissions, alterations of form., additions or conditions not called for, unauthorized alternate proposals or irregularities of any kind. The Procurement Officer reserves the right to waive minor irregularities and mandatory requirements, provided that all responsive proposals failed to meet the same mandatory requirements and the failure to do so does not otherwise materially affect the procurement. This right shall be exercised at the sole discretion of the Procurement Officer. 2.15 Withdrawal of Proposals Proposals inay be withdrawn through PubliCPurchase.com prior to the exact hour and DUE DATE FOR PROPOSALS. 2,1.6 Amending of Proposals A Proposer may amend his proposal through PublicPurchase.com prior to the exact hour and DUE DATE FOR PROPOSALS. 2,17 Proposal Offer Firm By submission of its proposal, the Proposer affirms that its proposal is firm for one hundred eighty (180) days after the DUE DATE FOR PROPOSALS. 2*18 Proposer's Qualifications The City may snake such investigations as necessary to determine the ability of the Proposer to adhere to the requirements specified herein. The Procurement Officer will reject the proposal of any Proposer who is not a responsible Proposer. 2:19 Consideration of Proposals Discussions may be conducted with responsible Proposers qualified to be selected for award for the purpose of clarification to assure bill understanding of and responsiveness to requirements in the RFP. In discussions, there shall not be disclosure of any information derived from proposals submitted by competing Proposers. Until award of the Contract is made by the City, the City reserves the right to reject any or all proposals, to waive technicalities, to re-advertise for new proposals or to proceed with the work in any manner as may be considered in the best interest of the City. Should the City require clarification from the Proposer, the City shall contact the individual named as the organization's contact person in PublicPurchase.coim. The City may elect to conduct post-submission reference checks. 2:241 Termination of RFP The City reserves the right to cancel this RFP at any time. The City reserves the right to reject any or all proposals submitted in response to this RFP. 2.21 Service Agreement The fully executed Contract, as amended; the RFP, as clarified via questions and answers and addenda, and the proposal, as may be clarified in writing, constitute the agreement, in its entirety, between the City and the Contractor. Any other terms and conditions shall be null and void. 2.22 Precedence dence of Contract Documents In case of a conflict in the contract documents, first precedence shall be given to the fully executed Contract, as amended; second precedence will be given to the RFP, including questions and answers and addenda; and third precedence will be given to the proposal, as may be clarified in writing. 7 2:23 Goyernir g Law The laws of the State of Texas will govern the Contract. The contract shall be executed and venue shall lie in Nueces County, Texas. The applicable law for legal disputes arising out of the Contract shall be the law of the State of Texas. 2,24 No Obligation In no manner does this RFP obligate the City or any of its agencies to the eventual services offered until confirmed by an executed written Contract. 2.25 Contract Deviations Any additional terms or conditions, which may be the subject of negotiation, will be discussed only between the City and the qualified Proposers. 2.26 Sufficient Appropriation Any contract awarded as a result of this RFP process may be terminated if sufficient appropriations or authorizations do not exist. Such termination will be effected by sending written notice to the Contractor. The City's decision as to whether sufficient appropriations and authorizations are available shall be accepted by the Proposer as final. 2.27 Recommendation for Award The City will review proposals submitted in response to this RFP. If an award is made, City staff will recommend to the City Manager that award be made to the Lowest Responsible Proposer(s) meeting the MINIMUM REQUIREMENTS of the RFP. In determining the Lowest Responsible Proposer, the City may take into consideration the quality of the product, the adaptability to the particular use required, and the ability, capacity, experience, efficiency and integrity of the Proposers as well as their financial responsibility. The City will then negotiate applicable tenns and conditions into the final form of the Contract(s) with Lowest Responsible Proposer(s) meeting the MINIMUM REQUIREMENTS of the RFP. If contract negotiations are not successful with the Lowest Responsible Proposer meeting the MINIMUM REQUIREMENTS of the RFP, the City will begin negotiations with the Next-Lowest Responsible Proposer meeting the MINIMUM REQUIREMENTS of the RFP, etc. The City will award one contract to one Proposer. The City reserves the right to not award a contract at all. 2.28 Aw=ard of Contract The City reserves the right to withhold final action on proposals for a reasonable time not to exceed one hundred eighty(180) days subsequent to the deadline for receipt of proposals. 2,29 Exe utioo crf Contract The City Manager or his designee shall authorize award of the Contract to the successful Proposer(s) and shall designate the successful Proposer(s) ("Contractor") as the City's Provider(s). The City will require the Contractor(s) to sign the documents necessary to enter into the required Contract with the City and to provide the necessary evidence of insurance as required in the Contract documents. No Contract for this project may be signed by the City without the authorization of the City Manager and no Contract shall be binding on the City unless and until it has been approved as to form by the City Attorney or his designee, and executed by the City Manager or his designee. 2.30 Disputes In the case of any doubt or difference of opinion with regard to the items to be furnished by a Proposer or the interpretation of the provisions of this RFP, the decisions of the City shall be final and binding upon all parties. 8 2.31 Change in Propbser's Representative The City reserves the right to require a change in Proposer's representatives if the assigned representatives are not, in the sole opinion of the City, adequately meeting the needs of the City. 2.32 'Term The service agreement (also referred to herein as the "Contract") will be for a term of one (1) year with an option to extend for up to four (4) additional one-year periods, subject to the approval of the City Manager or his designee. By submission of its proposal, the Proposer agrees that the pricing quoted in its proposal is fixed and firm for the duration of the entire contact. i33 Change Requests Contract changes may only be made by an amendment to the Contract and executed in writing by the City and the Contractor and approved by the City Manager or his designee. 2.34 Termination of Contract A. The City may terminate the Contract, with or without cause, upon twenty (20) days' advance written notice to Contractor. However, City may terminate the Contract on 24-hours' advance written notice to Contractor for failure to pay or provide proof of payment of taxes. B. The City may terminate the Contract for Contractor's failure to perform the services specified in this RFP. C. :Failure to keep all insurance policies in force for the entire term of the Contract constitutes a material breach and is grounds for termination. Upon Contract Administrator's receipt of the required notice of any change in coverage, the Contract Administrator will provide Contractor with written notice of same and give Contractor a reasonable opportunity to cure. If the Contractor fails to cure within the specified cure period, the City may terminate the Contract immediately thereafter. D. If the City terminates its Contract under the foregoing paragraph, the City shall pay the Contractor for services actually performed prior to such termination, less such payments as have been previously made. Contractor shall not be entitled to any further compensation for work performed by the Contractor or anyone under its control or direction from the date of receipt of notice of cancellation including any and all costs related to the transferring of any files to another Contractor or any costs related to the electronic transfer of any information including, but not limited to: tape transfers, downloads, uploads, CDs, etc. E. Upon termination of the Contract, the Contractor shallprovide the City reproducible copies of all work completed or partially completed documents prepared under the Contract — all such documents thereinafter being the sole property of the City within thirty(30) days of such termination at the Contractor's expense. 2.3 Indewnif ratio PROPOSER SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS AND CAUSES OF ACTION OF ANY NATURE ON ACCOUNT OF DEATH, PERSONAL INJURIES, PROPERTY LOSS OR DAMAGE OR ANY OTHER KIND OF 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 THE CONTRACT OR THE PERFORMANCE OF THE CONTRACT, REGARDLESS OF WHETHER THE INJURIES, DEATH OR DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTING NEGLIGENCE OF INDEMNITEES, BUT NOT BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER 9 PERSON OR GROUP. PROPOSER MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL REASONABLY SATISFACTORY TO INDEMNITEES AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY OF SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF PROPOSER UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR SOONER TERMINATION OF THE CONTRACT. 236 Insurance Requirements A. PROPOSER'S LIABILITY INSURANCE 1. Proposer must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Proposer must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. 2. Proposer must furnish to the City's Risk Manager and Director of Development Services one (1) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-day advance written notice of Bodily Injury and Property Damage cancellation, non-renewal, material change Per occurrence- aggregate or termination required on all certificates and policies. Commercial General Liability including: $1,000,000 Per Occurrence I. Commercial Broad Form $2,000,000 Aggregate 2. Premises—Operations 3. Products/Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury-Advertising Injury AUTO LIABILITY (including) $500,000 Combined Single Limit 1. Owned 2. Hired and Non-Owned 3. Rented/Leased WORKERS'S COMPENSATION Statutory and complies with Part 11 of this (All States Endorsement if Company is not Exhibit. domiciled in Texas) Employer's Liability $500,000/$500,000/$500,000 10 PROFESSIONAL LIABILITY $1,000,000 per claim (Defense costs not included in policy limits of the policy) If claims made policy,retro date must be prior to inception of agreement,have extended reporting period provisions and identify any limitations regarding who is insured. 3. In the event of accidents of any kind related to this contract, Proposer must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. B. ADDITIONAL REQUIREMENTS 1. Applicable for paid employees, Proposer must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Proposer is not domiciled in the State of Texas. 2. Proposer shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Proposer's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. 3. Proposer 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 C. Proposer agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • 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 11 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. D. Within five (5) calendar days of a cancellation, non-renewal, material change or termination of coverage, Proposer shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Proposer's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. E. In addition to any other remedies the City may have upon Proposer's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Proposer to stop work hereunder, and/or withhold any payment(s) which become due to Proposer here-under until Proposer demonstrates compliance with the requirements hereof. F. Nothing herein contained shall be construed as limiting in any way the extent to which Proposer may be held responsible for payments of damages to persons or property resulting from Proposer's or its subcontractor's performance of the work covered under this contract. G. It is agreed that Proposer'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. H. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2.37 Right to,Publish Throughout the duration of the procurement process and resulting Contract term, Proposer must secure from the City written approval prior to the release of any information that pertains to the potential work or activities covered by the RFP or the resulting Contract. Failure to adhere to this requirement may result in disqualification of the Proposer's proposal or termination of the Contract. 2.38- " Proposef's Ethical,,Behavior By submission of its proposal, the Proposer promises that Proposer's officers, employees, or agents will not attempt to lobby or influence a vote or recommendation related to the Proposer's proposal submitted in response to this RFP, either directly or indirectly, through any contact with City Council members or other City officials between the DUE DATE FOR PROPOSALS and the date a contract is awarded by the City Manager. Such behavior will be cause for rejection of the Proposer's proposal at the discretion of the City Manager or his designee. 2.39 Quantities Quantities described herein are estimates and do not obligate the City to order or accept more than the City's actual requirements during the term of any contract, nor do the estimates limit the City to ordering less than its actual needs during the term of any contract, subject to availability of appropriated funds. 2,44, ,Use of Subcontractors The Proposer may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Proposer must obtain prior written approval from the Risk Manager. In using subcontractors, the Proposer is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Proposer. All requirements set forth as part of the 12 Contract are applicable.to all subcontractors and their employees to the same extent as if the Proposer and its employees had performed the services. 2»41 Month-to-Month Extension of the Contract If the City has not completed the procurement process and awarded a new Contract upon expiration of the original contract period or any extension period, the Proposer shall continue to provide goods/services under the Contract, at the most current price under the terms of the Contract or extension, on a month-to-month basis, not to exceed six months. The Contract automatically expires on the effective date of a new contract. 13 Section 3 Scope of Work. 3.1 Generic Information The City of Corpus Christi (City) is the county seat for Nueces County. Nueces County is considered a Tier One (1) location on the Gulf Coast. Broker will be required to place the City's Property Insurance Program which currently carries Property Insurance coverage including: All Other Perils, Flood, Earth Movement, Wind, Named Storm and Equipment Breakdown coverages. The City's Property Insurance Program is a layered program with admitted and non-admitted commercial carriers participating. In addition to traditional insured property (buildings and contents), the City's schedule of insured property includes; wharves, docks, piers and fine arts. The City also purchases flood insurance for property located wholly or partially within the Special Flood Hazard Areas (SFHA) as defined by the Federal Emergency Management Agency (FEMA) in Flood Zone A through the National Flood Insurance Program. With the exception of three Equipment Breakdown claims, the City has not experienced any large property damage losses in the last 44 years. The Texas State Aquarium is also a named insured on the City's Property Insurance Program. Total. Insured Values are estimated at $668,954,976. Since 2008, the City of Corpus Christi has had a contractual relationship with a broker to place the City's property insurance program. Below is a summary of current program coverages, limits and deductibles. Current limits and Deductibles for these coverage's are: Limits: $250,000,000 -including: All Other Perils, Flood, Earthquake, &Wind $150,000,000 -Named Storm including Flood, Storm Surge, Tidal Wave, Tsunami $1.00,000,000--Equipment Breakdown Deductibles: $ 50,000 - All Other Perils (excluding Earthquake &Flood) $100,000- Earthquake $100,000-Flood (excluding Flood Zone A) Excess of NFIP policies $250,000 - Minimum $4,000,000 Maximum—Named Storm $250,000—All Other Wind & Hail $ 2,500- Equipment Breakdown Named Insured: The City of Corpus Christi and Texas State Aquarium Policy Term: One-Year Effective Date: May 4, 2015 - 2016 In addition to the placement of the City's property insurance program, the Broker provides a variety of valued added services to the City of Corpus Christi. The selected broker will provide the Required Services listed in Section 3.2 which includes responsibilities such as: placement of National Flood Insurance Program (NFIP) policies for 66 City facilities, providing timely information about the current state of the property insurance marketplace, reviewing a variety of City contracts for assisting in the establishment of minimum insurance requirements, providing catastrophic modeling reports, on-site educational training sessions as requested and providing feedback and advise concerning a wide range of risk management and insurance issues, etc. While a local service office is preferred,it is not required. 14 M NI UM'REQUIREMENTS- Required Services See tab titled "3.2 Required Services" in the associated Excel file titled, "Min Req, Fee Schedule 13I-0084- 13.xls". 3.3 MINIMUM REQUIREMENTS-Fee Schedule See tab titled"3.4 Fee Schedule"in the associated Excel file titled, "Min Req, Fee Schedule BI-0084-13.xls". .4 REFERENCES a. CURRENT CLIENT Reference 1 -Tier One(1)Preferable Organization name: Contact and title: Address: Phone number: Ef'f'ective date of contract: Description of services provided: b. CURRENT CLIENT Reference 2—Tier One(1)Preferable Organization name: Contact and title: Address: Phone number: Effective date of contract: Description of services provided: c. FORMER CLIENT Reference 1—Tier One(1)Preferable Organization name: Contact and title: Address: Phone number: Effective date of contract: Description of services provided: d. FORMER CLIENT Reference 2—Tier One(1)Preferable Organization name: Contact and title: Address: Phone number: Effective date of contract: Description of services provided: 15 Section 4 Proposal Format and Organization This section provides specific instructions on format and organization of the proposal to be submitted by the Proposer. Each Proposer may submit only one proposal in a totally self-supporting format without reference to any other proposal(s). 4.1 General MINIMUM REQUIREMENTS T A. To provide for ease and uniformity and to aid in the evaluation of proposals, Proposers shall comply with the sequence outlined herein. IN NUMBERING PROPOSALS, THE PROPOSER STALL USE THE SAME SECTION NUMBERS AND TITLES AND SHALL PROVIDE ITS RESPONSES IN THE SAME ORDER AS EACH QUESTION IS NUMBERED AND ORDERED HEREIN. Failure to comply may result in rejection of the proposal. The proposal shall be completed in sections, which are described below. B. Proposers should be aware that all specifications, and marketing material submitted or made available will be incorporated by reference into any contract(s). The City discourages the inclusion of general marketing material or equipment manuals unless they are used to provide specific information or specifically requested by the City. C. The Proposer shall provide one electronic copy, via the electronic submission feature on PubliePurchase.cotn, as specified below, before the DUE DATE FOR PROPOSALS: 1. Although Proposers are not required to submit Sections 1, 29 4 or 5 of this RFP in their proposal, if Proposer wishes to confirm, acknowledge or comment on any item in these sections, the Proposer may do so and submit same electronically. 2. Proposer must submit the following information as required in Section 3: A. Section 3.2, REQUIRED SERVICES, is to be completed as indicated in the attached Excel Spreadsheet (Min Req, Fee Schedule Event 71,xls) under the tab titled, "3.3 Required Coverages" and SAID EXCEL SPREADSHEET SHALL BE UNPROTECTED; B. Section 3.3, FEE SCHEDULE, is to be provided in the Excel Spreadsheet (Min Req, Fee Schedule Event 71.xls) under the tab titled, "3.4 "References" and 16 SAID EXCEL SPREADSHEET SHALL BE UNPROTECTED. 3. Should Proposer desire to include any additional material, Proposer shall submit such material electronically. NOTE! FAILXRE TO SIJBMIT YOUR PROPOSAL, IN '141L ELECTRONIC FORMAT REQUIRED IN SEC"HON 4.1, (71 ABOVE, WILL RESLfLX IN YOU11 PROPOSAL BEINGN: 1. DEEMED NON-RESPONSIVE AND 2. ELIMINATED FROM CONSIDERAT10N. Note! nie Proposer's entire proposal shall be subniftted in electronic format as described above. Pr(amser sh-a!I not submit an 4.2 Examination of RFP` Proposers are expected to examine the entire RFP including all specifications, standard provisions, instructions and attachments. Failure to do so will be at the Proposer's risk. Proposers should provide their best pricing for each type of service. 4.3 'Proposal Format&Contents A. The first item in your proposal shall be the transmittal letter which shall indicate the intention of the Proposer to adhere to the provisions described in the RFP without modification. The transmittal letter SHALL: 1. Be presented on company letterhead; 2. Identify the submitting organization; 3. Acknowledge receipt of any addenda to this RFP; and 4. Identify, by name and title, and be signed by the person authorized by the organization to obligate the organization contractually. B. The second item in your proposal shall be a table of contents listing titles, sections and major sub-sections. All pages shall have a unique identifier and be numbered sequentially. C. The third item in your proposal shall be the City of Corpus Christi's Disclosure of Interest Form. D. The fourth item in your proposal shall be the Business Designation Form. E. The fifth item in your proposal shall be the Excel spreadsheet, Sections 3.2 through 3.4 and Word document, Section 3.5 References. R The sixth item in your proposal shall be the signed service agreement included with this RFP. 17 4.4 Srviicetr*ttn ntt Next, the Proposer shall include with its proposal, the signed service agreement, attached hereto, and any and all documents the Proposer will require the City to sign in order to fully execute a Contract. With the exception of certain terms and conditions (iteins identified as MINIM,�JM REQlAREMEINTS are not negotiable) which may be modified by mutual agreement between the City and the Proposer prior to final execution of the Contract, the final COMPENSATION COVERAGES service agreement will conform to the BROKER OF RECORD SERVICES FOR PROPERTY INSURANCE service agreement included with this RFP. Section 5 Proposal Review »l. Proposat Review The City will conduct a comprehensive, fair and unpartial review of all proposals received in response to this RFP. Each proposal will first be analyzed to determine overall responsiveness and completeness as defined in Section 4 Proposal Format and Organization, and Section 2.27, Recommendation for Award. .2 ' omplianee with MINIMUM REQUIREMENTS Proposers inay not take exception to and roust accept all requirements identified as a "NJ1N /11.JM E 1w1REMENT(S)" herein. Taking exception to a MINIMUM REQUIREMENT will result in your proposal being deemed non-responsive and eliminated from consideration. a. fteeptions to Terms & Conditions Proposers jH:aA take exception to terms and conditions not identifie(I as MINIMUM E EQLAR :MINTS. These exceptions will be negotiated with the Proposer who is identified by the City as the I...owest Responsible Proposer meeting the MINIMUM REQUIREMENTS of the RFP. 18 r CARLISLE INSURANCE August 28, 2015 City of Corpus Christi ATTN: Elisa Covington, Sr. Buyer P.O. Box 9277 Corpus Christi, Texas 78469-9277 RE: RFP-Event No. 71- Broker of Record Services for Property Insurance Carlisle Insurance Agency, Inc. is submitting a proposal for the above referenced RFP and adheres to the provisions described in the RFP. We acknowledge receipt of addenda that consisted of answers to proposer's questions as well as Exhibits B &C. We thank you for the opportunity to provide a response to this RFP. Tom L. Carlisle, CIC President Carlisle Insurance Agency,Inc. TABLE OF CONTENTS 1. DISCLOSURE OF INTEREST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 1. BUSINESS DES10NATION FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3. FOR INSt ll\'AN('I-.cONSI-ITIN6,SERVICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 A. EXEC U-1 IVF SUMMAR). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B. COMPANY PROFILE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Q C. KEY PERSONNEL AND Sl"RV1(l TEAM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 D. SCOPE OFSEKVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 F. I U:I--I 1"1-1,FN C,I;S . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 F. HE AND SAMPLE(.'0NTB,4,(T . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 CITY 0 1: P,111 S C I f F,1 1)11 t SUPPLIER NUMBER TO BE ASSIGNED BY-(TTY— PURCHASING DIVISION Citypus of CorEXHIBIT Christi CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST Corpus Christi Code § 2-349, as amended, requires all persons or firms seeking to do business with the City to provide the following information. Every question must be answered. If the question is not applicable, answer with "NA". See next page for Filing Requirements, Certification and Definitions. COMPANY NAME: Carlisle Insurance Agency, Inc. STREET ADDRESS: 500 N. Water Street, Suite 900 P.O. BOX: CITY: Corpus Christi STATE: TX ZIP: 78401 FIRM IS: 1. Corporation ® 2. Partnership ❑ 3. Sole Owner ❑ 4. Association ❑ 5. Other ❑ If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest" constituting 3%or more of the ownership in the above named "firm." Name Job Title and City Department(if known) N/A 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Title N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest'constituting 3% or more of the ownership in the above named "firm." Name Board, Commission or Committee N/A 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest" constituting 3% or more of the ownership in the above named "firm." Name Consultant N/A 3 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: Tom L. Carlisle Title: President Signature of (�� Date: Certifying Person: ``��-------���jcs.�, �,ti-.,�.�� 8/28/2015 DEFINITIONS a. "Board member." A member of any board, commission, or committee of the city, including the board of any corporation created by the city. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the city, whether under civil service or not, including part- time employees and employees of any corporation created by the city. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements. g. "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. 4 1 i CITY OF CORPUS CHRISTI PURCHASING DIVISION BUSINESS DESIGNATION FORM ENSURE THIS FORM IS SUBMITTED WITH YOUR BID RESPONSE PLEASE INDICATE WHETHER YOUR COMPANY IS ANY ONE OF THE FOLLOWING: ❑ YES X❑NO - CERTIFIED HISTORICALLY UNDERUTILIZED BUSINESS (HUB) Select all that are appropriate: ❑ ASIAN PACIFIC ❑ BLACK ❑ HISPANIC ❑ NATIVE AMERICAN ❑ WOMAN Please visit the folloti ing website for information on becoming a Texas Certified HUB: hup: %N�N Nc.N�in,1o%%.state.t\.us procurement orog'hub X❑ YES ❑NO - LOCAL SMALL BUSINESS (LSB) A for-profit entity employing less than 49 employees located within the City limits of Corpus Christi.Texas ❑YES ❑ OTHER(PLEASE NO SPECIFY): ❑ THIS COMPANY IS NOT A CERTIFIED HUB or LSB THE INFORMATION REQUESTED IN THIS FORM IS FOR STATISTICAL REPORTING PURPOSES ONLY AND WILL NOT INFLUENCE AWARD DECISIONS OR THE AMOUNT OF MONIES EXPENDED WITH ANY GIVEN COMPANY. EVENT NO: 71 Firm Name: Carlisle Insurance Agency, Inc. Telephone: 361-884-2775 Ext.23 Address: 500 N.Water Street, Suite 900 Fax: 361-884-3470 City: Corpus Christi State:TX Zip: 78401 _ E-mail: tome@carlisleins.com (; sV)" Date: 8/28/2015 Signature of Person Authorized to Sign Form Signer's Name: Tom L. Carlisle Title: President (Please print or type) 5 r - ',,;,, ", ,,,, !/ /;,,,,. //1 r it✓r //,r ,✓rrr//�rlf lr rri���l�/fir Yl//r !/J // %" ", ", ,,,? , ,',;,;;' ;,;,;;, r ,. r rr,r ,%fj,�r�lN ��l'�✓r'��//i�!il�//>�r%%/�%���f���/%%-ri/„� ,�,,,,;,, ,,,""i' " ,,” ", / r f // r r✓,,/�l' p '. I��r%i//err//r/ / // r, `� ., rr / /ri/.✓/r/ ./i,.r r,(�lrf., "��r/lir%�/�%JGr////i/%:� !/f -/ /r r r / r / rr:;-r r; r. // ///../i 1/ i�/4�. r. ,� ! 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W� 1 ( ����I�V 8�a � ����� � kyr r 'a � m Ui � � fr s l r� J�al� ,.�r� r ! r , i „ r, �i ✓ f i Ir /i •r / / / / ,� r /,/r„fir r �.,.,.�,i r.��r7�.,+in�,mf,_f✓, lor,'i(�,u,�,i..,,..�/ / �. I, r /.... ///. r..r,. ! �./Jl� �. / .,, ✓ l /,�. ,l,/� CARLISLE INSURANCE AGENCY, INC . PRINCIPAL OFFICE 1,A)CAHON 500 N. V/awt strati<'r, "-,uiac 90 ( .ol"f1B.fl (.Ioi," tl .1.. (361) SS4,2 77 7 t.'l)N.I..[1(...T &c. m (;arhd(,,, (:l(”, f't)RM t111 tiW1'ti'EILSHIi' OF MINI S-(;orporanort STATE L)TrfDER WHIG." FIRM IS ORGANIZED 4r.xrr PRIVA,'FELY & LOCALLY OWNED loo (_sl¢IrSlc', ( ,l( Prc'icl€m c``~r. lrc,I<lrrcrr, �arrrt l ( :Krrli.�la. �'iec' l'rc'sia_Ic'�rt, �c'rr p ilraNc'rrc.e, ( ',I( '.�/ic HISTORY OF FIRM ( <rrlisL, fnr,ur,mcc &c'nvj. Inc. "aq tllt.urrcic'cI in 1925 IW JA;n I Olwa, sn in Aw c', IV"" I hc:' rirc't.ncy: han "Ciro from a tirrl6#II 0111:' f+t`r4oC'k a,rf'r4`T"a1 ClCblu k) d) of 4)VCI" (O r,'1�1.'QdVtsbi'f:`* `\kh fife office loc attrc>tr, rhrl)ughout Soul lc°x<I.s. XXT currc'rrrlqlr e otti"s in ( .crrfms (fln OW rrr Aniorrio, y4licc, KinQ,vtlle, mid Prt.'rl"mL (ho +„,c. wj k hptwd on g'I bal rmch "Ah larval rtnwh >+nd uv wrct fosarrded tm le f:drhuQdv t>f doing "InCs AM and viving Igrck 0) the. orrotr.rrrpir Vic' JW Ina:A HIM atf)fMrrr rrrrrrra. MIS c.ImifA& crmixihattitrtl, thrinndtrlrtrrrr rlte rcwWn ha.'a.-atrrm tit`a' 1,clic,,c° in vNirrrr k"k to the ccrtr'rinunhyin "Ndc_Ir our c:'rrlf,la)yNs lKv and dicir fmnilk's. tttst;f r I h., ,�� �. � .� ,��,� .�� a ,l, � Y�f� I�., fi ffl r.r= fr�r�"? 4° f f'�'"� cy�l ''/i�lr �r;;f,��ai,,�.rri�,i,r� /;,,�,i��jsl,r r� ,;r�,..,;i rr�;� ;���✓oar/r�, `i,�%/�,u,�jr�i;(-(,�io(�(f-,;�r��lei r✓�/!r'r'=-�aG/% 'r,� f'i�il�r sir/r�;, v , y r r „�l 6, l�l= r,/, r l r r r r. � ,, i i rr i ✓ rr/ //�,, l r, J l � lr r ; ! �r o ,�l ii/n , //✓ �/ �, ..,. i'.1, ,✓�y.l,l,�.,,.,e� �i.��.,���.I/�//r/,r�/ r�%. ri .i. ,r r... ri/ .�. /.�j -�.. i.. i� i i, ,l l , CARLISLE INSURANCE PUBLIC ENTITY TEAM � /tf�r%1 �//✓/lh///Gr ���/�/�� r, �✓rl „r�(/ ,a/ l/�„rr ,/y r/„r 1,,,, //r,,n,/o, / �/,✓, l � / i „r %�,,,e� ,rr/,i / r /� rI 1, r/, (/ rlr,�.. =..f,../Jl ,/ ,ri, 1,,r. ;/ / / r ✓//",>r/,/ r/, /, „/l/„/�r, .,li/ �,�1-� �i/ raal,,l � / / ,P=,1 / �✓n,✓, // f�onu�lC� l/�/, ,,r,/„ , �i/,rr/ �r �1� l✓ ar�rrr�, r'�ji�r�t, �, GI�,,U r r/� -. 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'7:�.. r, /.,..,ln l��lr%;/r„ „A�,,, 1 nr ,( r1,n! g r �'li�(, ii r� rH,�r n r�/ 4/�G,r , , r s,��„4o s11�,�` � „k.rrr,��l if ,t✓� f s U,r✓5 I/�r'i�„ 16 � r,= r�,� /, ��,/�n� N ✓%,,,:- �lr l ,/�r�i ��,,,,r Eyi/✓>,(�,e��l�re�i o�r11�;r,� /1, �_✓ %1 ,�a>I ,GI/r��,//�; ,i ,I ,1�{J r`f��✓„S.r,l�r� /7 Ii�YI-H/� �� '4n �;i�r� ,.V�;� / ,I�=f %�J� -��ra! %'Ar� (�.�.r/!I!,/I� / . r6n ,t r I r,j'1”��'� ri�rr J�y �,/� 1r,n ��1,= I r(i',✓ir,Jr`r�-,, / Pi, ��>��/,' �r/isj ,lr 1,�� % ✓rty%'��!l� /fir nr<�%�!s �., ,,.�.���� �l,'�.,J'Jl !!� I n ,P�, ,�,l.al,� A r I�J rrrkF ����Prl� ,/1�� �✓Cf f��i�/iR(r/,1n,IrfY�/'��l///�/r�(D/IA�Y�%% ���,c-,✓l. 1 /,/l/ / ,�`', /r. �i. a r, r ef�rlir r r� / y � l /. / 1-,rr/r/ r r r�,:,.r,�.,Gr„r r .//. fl J �,rji /,/ ,-�I'JJf tvlil /. 9r��� f 1 rl�.�6 f � ,lr. r,��,„ ,r ./,� vr,,,, ,��✓ 1% ��h r >r 1, ,✓.,r<���f/�lr�.err ,� ��/j,,erl. 1 r �/rrl,.;� /. o„/i l✓-.:rr� rsl���. 1� Ijr/ i / r ,.� ,,I�, r� ���/yf ��/�� /rilr///�✓l/ �/l, ���l�r, 1�f// . ./i OYrif��1� �r�//!,,,��,(��f; /�/�, /r�/�iHelai��i/l� I/�/�����N„�i�tii/Jii r�.q,. /1//�IF)��Gr���//iI�f�/�����f���i r n„ /1���i /✓ /�F I//f,(I ,” „o�i„%r. ,�/ r�✓ ,,=„r/,/,�.. w,,..,.,�J,, ,c,,,,/�;/�J%+,ii„�/r;r/� :- ,,,�.,,,/�,i,,,rl�/,d!Odi/l",�„�r.r //i/,,r�r,;,'.,. !/%/r�i/li�i y�Jar/,<l�%Il���✓�9i r✓�/��rFr/r r,; r/%���1lr�j✓iirw��✓r/h�✓/�%��//Ir.%l✓r 2 rr��r�r;,i %�rG��o1/�ji�l/�fjl,���/r%����i�������r�lr,��,,, f//ter/ilj�i/IJ��//i/����i�1/il�/t%�r✓�r�r/i ��/j,('�r li� �r ����i�rink( ��/l,r�� ��r//`lire y�ir ii�I��%/�/r��ry/�r ���%i� ��l✓=. /G/� j�,✓�Dr ✓, lnl J� J rr�{'G r. l/rr;✓ f����� f � r�, y r/%r r nl%/” )��nDi����,/.%��F1%,� rrrrf!N)f�'�/�/% fi rfril'�/�✓�q;;; /�7����r/%/�r���������i�>l frf�i�j✓�iJl!%-�/j%%/' �rluJ" a'r,i r �G,,.r f � , 1,m d r��� j', l/IrII r0r �� /, e,, i,l rli� ✓' r ���✓ ril �lni v + ii. v✓t r'�f �; ✓'ur ,U`t/u e� �r r r�i �, �,G'� JV�r' r�j�lfj�a�,�i�l��!8 i � �✓ �i �i��,%�i l� �Y�r' 1� � �”����,r����h ry�J�,�Gf� /r'/i/1�ri/' I /r '% ��1%;�� � i�iltr✓ fir /���1 j���� IYI��/1!v �,�i�il/�//� ��/lir//n9rF�ya/l �rr�i)i'�r'�/�'rf!'/ir%,1����r„ /rlrF�i�/ �/ll�ij�i�y�J�✓/taf/�i//'r�llp/ir;iilr�', (�,r��1lr�l/�/1�� �,%/��a�i r ��ll /1/ ����rt�f�i✓ftijr�rJl✓�;t��r�/t�/����r��� rt/// fni�nt lr lr%J✓'a�r� r fiij%71 r, lii �r /�j/,I�/3�i�1 � h1-! f / ���; Jr rnNr"r�yl�l�r/, �✓�rrr/A� lfpr/�I14����y,?R�? ,�rij���nJj����yrh✓U; ���''%rr�'✓%f/�j'� r� �l=,llj Fye///�il3��GrJ�{ri(rP, r,_„%rt�f r�ui lJL J rp , /llJr 9��nfl� r�r% l%j.,f r➢!�j>(/Gr�' ����1��( ��� �6%,��t f'r °✓��/I jt?/�r iy?J� r/�/�� 1 r �y � � //�i/ri f��'�r�M1� 1����f�/�����>rl�✓� �/ li /r �l��1 1�i1�✓r+�i4� ��fj(vf �, �Oe� /l �°J ��,��r�l�'�� J ,�ri/i �'�%����i,�l lfr,r��ill � � ,-' ylir+0l���1,1✓�r� /rl�r�i�j�Ti t���il��.�U�i7�Y,hi� ��I OjY r�1�r���Y�/%% is%��„l�rl//lei//?GSI„�//u//� ��//✓'1/l���fr/r//7r// „�y7%�%l�/�`�„�}/i/✓�rla�,����/(//,orf/ ;���/�/�, 6X6 r�'�� , ` r r iu i I r `, r ,� ,, � � f,�! r.l��r,�, �F�� �;�,, F j�,.,I �r; � o � �;',✓o r{(r{j`I;f%l�!�hrr��;��� I�{/+�/�raylr /rr�„ �, ,r�� ,�! /, �,v� f,�,%(„�l��llJ,l��. ��/��/l,��i �,�/�Ca�i,,,�i/„G��,,,,,,l,l„c,,,�,,,,ii/,r,��0,,,,tici,Jir„�c,�/„ J/�/,/„���!1�ri//G,l,,,ri�//'���i,/�/��aa,,�„!���rf,�,✓f<, ��i� //�,,,,,{„ Me C h rhsk lraom,-aeb is Ptrldk K&I Ic'arra lots ecaer 85 ya'mv reuraalrrarc d vxPc'racIrr.c iru Iyl I W� I ;and haau Ming isr,tas,arra v Iaorr+ orvia., sit! YVJ ua.aim age'auteaarr to p:tul:dk c rallies ('Air Puldiel aativa 'lcaam is %vey "Al kitoaun ,viral rc,pood ,+rcmind the aa�c>dd by raAns¢.urc'rs and ccrt:IgWtQ, dUC rca they airuamnt:of I>r<gwrt) ir's urarncv tlaXt rrc "uitc alae q dw ( WN ( .aw,t Vex hock tcatedl mcdlemi r011 ,all oE thc uuauuic'r uuwmucn” _l.l re , Q� rhes Wain urar:nd,cun akar c:cotrncation (d ( .artif-ied ;<mnu,c'hr ((;l( ') and Revco of al�acrra la<aNc, ecpmplc'te.d i (,crrtifacc Maa]° n1 ., lusuromu l'r'edessional u'u'iuinu I11t` mini erf-frualllVI On! Diatom a ou ranks, p+rrgtviva Or ,ac htud cloncs alc�mg dw Ann (::a,n I lie waaaa autrchnst,ands the rc:� prerar:,i�,ilaAacu.a irrr«lvcd rkitlu tcxl>rr e'aatirr; thc C ii, of ( ;errPo C;hni VQ an, irc a Ctaatcu -ner SCM4V land E1a4u.l'ti(r'� ta i rra_l lw(-Iaaca ,c� of thm, ae(, ,vu vol;ah1v 24 houm da da” 7 cl v; a "W,. I he ta:yara Al pnn sale vir M nth AWN hhonv nuatalrcyr, trrr Lin It warm rrrvrrr6W<a, to crr�inc that :ataff caan re'rae.h ra wrini: rat;•a'br no rrr,ancr "hot hour err (by. 6.)a.ur agent h,an irucond lr:aaaviQ in mir cnrpQues rlrt,rrgh tars"q9,b udcd c.°aliocat4m to c:t"u w No our crurL�alovc°: an, highly and tore Wo in tl�w rats.{ta:Ary Wv tc<m, So coavisp cif a kill unlet Amct:<'ar art 4_;lWnt Svr\.hvs Sit l.a>,a; the' re'::I7<"a..ul;Ady (d ;u"rasa-M cater c:licrart, in iaraplcrnu nnn<g thc tater-Ayrcga.a,s antcmrn" of sadditiaa ml rv(>aarae'w and AW lrow6r, tl�atat (rtrr ;rap!encyhas the Miry ter prearIk% 164c uRlclliirrraaal svn k c, And tnart nvs ,urcr of im ;Wye tc, otut iau:•,rraatut�q, „srul on, Lauri; l!aart:'{ic•i,al f)"I ,t W (1rrattcal wildp7oinl . Our cicdie alk"J t;llairda- r\c:la'c)a Q lata, cr vl -5 yk' ar' e�rf cxprcric nce iwa hdpinl! our dic nt—scat the: ro:,ult�: diev cr:jw(;°t. , II ) Cul a , PTI, `7 , fIkt"I I I 's ,� �, N ��� �1 JJ� I� Y � � � F y � rf�� I I �1 i/ �,j! 1 .� �i I �� �' � i > I' � � �� f ��� i I i ✓ � ) I �( l f iif "' fy �, rI/fr ( // %� !i(��,�yppiE, ". i'"f °". rrr��i� ,x,,�r ����, ""���,(,;, °%r"rr ! r� /?i r��,,f>r r rr� ,f,)I%„ .., ,.,.. i ,i.,G..L rfrrrEl wa,J„/�,�,,,,,./D///r/�,,.���„/ ,�d,,.%<r�/„���,.Ai/>�/i�dlL✓,av�G�/J„�i„/,,,�,���li/,�,,,1,,;,; l l ay l„�rli.�la° lay,c.tx,wrrrc t"tAl��ie° L��trt} ���,Irr7 tttcr.st;IIIIl tint ,�( I,I)I1Icnr,I r'ro tc' The'rubre, ov l= clvidQ.>}Ied as tittIi to 64, on quv tlt<it, tl"tillinw ,it-J Worrtpim tN nm mid cCkr irvck (rrrirtralini(—riVcd wirlr SIA(: YEARLY T1 L, r.. I �, unit n ,+rl'Iri,i,ri Ir, I t;, , i Ir,i t "� itt rr,"i , nr r, ni a ill t r r Il.; ulri, I; uiti�t Iin i w i rIi II r,I,ui ,u•Ir iii 1 rr I h,, �i i i, u i vritlr ill r,r;r;i�a lln_.t,l,i., i, ,ire tn; ;�;ryrr.; i� c,i: �.,,trl 1 UWM rig ,k,n Inurtt;in rn nth, ( dw t,,rr „iii't, tri w ill rn, t,.villi ll'L rnitnan lit •t if(n) F( liaia I �a?� i� v�ir tl".ir. ,nl mid ti rL t.rutl"i, mlix r,llr,r III,v mould Iik, u, 1 ,h;If, i"rm ,I,In eta rlir It Qlu iit III, t,'u I Iu I A , ,r (ml, "r" 11[ch im I 'tip, .M” _„” fr,rtlr, , ,P,,;t11” "Hi II,,i —V'I that<ielWth i,„n Ilia ',uire ctach. &rr IWIM.it Iir, �, ;r,Ili, i,jill rt III I,E r,�i, r iti c Ir4 ,r rri,I rn,1 i I Ilr,rrt k1li ocl l"t ",r it rc�,c VY I17�'Ill" ,t,r, H1110"fl,, , .r ill i, r ,�,I:,r r I Irrr.> ;i. r<,In,, r d riucu u, ,: g wI (1 Y4il rvd/ r 11% ,10,1111 Ill, n,,J l l. �vnin a,m,11,r , II .r&d"—u, X €r,Ir in" r,M IQ a and lig g,l"11I1v rt-in g I,-Lu ri,vi; rh it ur 1, rr I rl I,,l,, lir,•.rrr.< v, r,mli,II IIr rin„s �u;,Id,r rr,pi ,l; Ili. t ;,u,.,_I, . rr}� ij <iIl„1'Ii'i” I ,I tli; rii r1c,t ri,_ ,,i , its ll r, � rc r I � a rtt 'ten tour I r -I Ill, i iii rl rt ..Whirl tlir t rI, rli I rur ind u i L,tln«Ihrli ilI ill a ,( prrt4 I t li 1 'mil" Hik, 11,JL , for tu, ii yr "m 9�1r,�a I✓Nt irr!/), „1( ��>✓f%�/a�,�:1,t /i irr.i , rt,r cl I� c hilt 1,r .. iI ,r i , , r �iIul �.au III i"rali �,,r 111t tl ;rtl v i hi; I I� , i,r .il I�. lt r ra �Ir ar, ;r,1� �Jlr/,nd/�JJi,%l,e,,._01�l/r „reT.o�. /���,.n�r.elf/4�/«rli��,{i��,l,�il„��,�,/G�JI�%,,,�,�vz�,,G,�����/�l�r�,fllF;r/16 a,1/ri//GJ�,✓��aL�P,-d,,//�i„-<,,/, INSURANCE CONS LA-11 NG As pan of tdie.' konwtiltniW ,wnic'c'•, (;wirld.slc-• Ittwtlratnce will pyrovicdat the foliowin-1,r scrviccs/inn • Pcria 'h: {n1a,'o'WIQr' on ai rc4 !t. Ln� bod wt+ M os o nqh nc rc qu Wd Yr! maw! Wn' d • Mparms c4tn ihv state a die iinntuant e 177m-kc'i and 1107 it is trvlicdin„x • :'.°L hoar ria( ; io 1'i, hh, h.tntiil "Icam • dUSnGWRR«Y (V) collad^ In ") :9 Mist in cmahalid d1w inodn1"”" gI'BNRiivNRnr,U It"GY114'9iUMt, • dr nic.e and redo" (atAirollic p snip en, modding g rqutts "hh stall • Prow,idv viy on,,,k.r e di.oaMind tt-anitinRncm m� miB MR.uranhe Maud) as noatcic^r;l Pw on'io,lc J)"W"lic <Orilmunnic-frMi aml Ive'd'y,k C<'o e,ndinn' rkk Ilid1mye`niio nt And ° L'rorrw,:e a5'R4 v and 4d.lyrf!4,1f"0v on rkk G11;-im0Q"ev:"4Y1.unr Votes and ly cas 1'1 wir MCG,`or (.,IdcM w`+c^rWe" d'rarQhk aa'c'cn to (mr pvoprh t ay Woe ctinliric r pond M c.rHowitns An WTsnnn.0" Way 4 Risk iliailag niie'3nfi ti rrtira a w "hit (on, on om, t_toi nine' 11t' our l)ilw"c ntc of( Iic'nnt ,`. crvic-c: fair ;fail • Rovier v of co ntrric r riind agrot mcrnt that w_a.1rRt,iirn ccllnti-ui lratly,:>t.taiy e of rok t"infc't• and ini urarwe rc.�ipriirc'rincrit� • ReNjcr'wr arf Ally 'dAbil,"ora, tor- ini?enani i(n ia1:s uRc rc'c uit c°nw ni' w'i'hl 1110 Mid pn.cntm Are (..Fitt'. • C ,I,iiinn. 111,id9ai xa'i7ic`r`it 1wrfant'rire'cd by our I Am n, A dvocak, vuhl h7ininr of ( Jicntrt Ser kn� • hrc� <rrnt,itiota: to ( )tw, ( artli"8(al <Rr inc°ecdc:id • ( t}w. liliit;lnon ,lied oM'titlAn(c of a"I)n1flir{'y4i'it" and of t';n illoc' • .A,;si:�t:a, cc with onsite to�: i,(mtrc>1 lnncctind„s and rccc,rlimcnndit.ioli u,spxpri.W4 • ( .a orlahla�ia:n tIn d mt',11dtiticc of otn Sitc (li niir wrticd aliw;c.rw ww,ic,ui.. PL.,AtN'"til"`vG AND `wl` RA' L"GIC ItEXIM (;Balis W Ldvu"nna_c Apvnncy, Inc. is c r,nnrrnittA a) atund riii ;trsitcr;iy.: prh nYl% nincctirn s with qvff to Inelp, itiip)t'ot'c.° that: rkk ni Rin,R,xcrtrrerrnt i:rn'c>t.ra r,E 'Wkhl pyrc�gwr and tirnnoly prdan nlnt(:,, we" wire obb, to Irlt.ii toixcrtlner the mow t ccca effective: aI nd iritris'al14 rkk p kirn Irowrihlc, Ihis il:o ,IIIc>w':s us to illrikc quv mics .Staff iilltlE'rtitmvi, t w Mw knv (lf 111"di t"t1 IM C"(T^InCw M1 158'+t"ilt2tV 011, idiat wvill Ire prc"enntc'rd to the (;clt.irr.cil. (,I I Y r `I l,w)P,,P " ! I I I t f I I 16 jr f:,. i �- �,.J r/r" a„ J.iU�r;i�:� r,u�I, �/f G l r� ,. r', rl✓f�i-(�,.',, 11 a/�� �/�1�%/Ji., dac��i,.Cr.�t/l:,ir,"<..'�,1%,r./i� . ..ulr ,,..a�„.,/.,��u,,,;rA/,.r)l1. ,0,t.�✓i�,.ad,. B.U�I�.,.�,.�r�Li,ir�,,,.�.1 c1/,i/1 ,,,r�✓,da��,�l���,r,..�1/��/lg„�G�� r„ci>u.,�/i�,i..N..,rc�G)G9..l�:�r.,�dON��f„l�r (/,�t.�„/iG,/,�Ji,�,.✓/,�0„�,,.,,,,' 4w Ilic I,url,rr , Itc�r',t,1 tar tltr �: is rri,,rr �,, tlt�' n41, ,tr'lll.11�/ rs pi I'twrrr r,:,'ttlr4^r Till” i\ ars,. c,'tnl+l,Ik I1C,.,1r:Im 11 r lrrc,tI kC-1lt;' d;r” ,uit k) I1:gut, r ritll fk Jchkr, r:r wI 11 1 IIJ t°,r ncil !7/L;/m r” wr rtlm l;nc MARKETING TIMELINE r � if rplrr� / %��i� 1u�11lfLF/�r�/Ilya J/�r r, /��i�///nA�✓�/�r' l'rr°�l('//i��i�' E Er,rr , Irn:r,�„ xr �,�� r ,�kl' �������r'�r����l� 'r1 r v:rrl rr 1 trx,+arw.r rrrcnr alcl rarnuaw( I cl wlr al Pura a~`,ta>�+;rt �atac# /..r, l,rnulrn�; ley 1 r f/ �// 1� tIt r ✓ "'+p Al11Jjr� �'I t lrl r rt c. rl zr r ,urn tu,uru .rcpt ac, �,In i f�/ i r r u 1pilr ,�� t! r Ir} Hurn ut r I th f rir xl t �, irr ail evlrr<r, u c r 1+; ai rtn,ar; r n �r, tl, I,A, rY,,IY I l„I,t;Itruirnrw,,. tl,r;,tc> w f 1,rvcI I r I f,I t iI -,a;I r ra.,. I It l tA•.rrlri,Ii wl,;# II Ir w,1, an. ;;Il I t,,rurdw r f����f�l��`/��U,XfJlroif�( ���f�l��7i rirrcrKw tillr if I I rr,El /p r If f/% ll(r?rfl 1,% �x/rlri` a 7 r'o 116 E cur ur rrrrrir t rr,,r 1 rw uli,r I rru� I d i Ir lad i ll� „u,*t, rc nuu;wr� rInr;tr, I dun l:rve r i t r a I +lt ul,.r,° ww l � r p,,Ja, r7„n „rIl✓e. ” III rrnin[,,tru rr :lkErwrrz u c ,rr, r':,fhr l,lrr ,I tr�ta ii / ypo l r i r J/rwl�rj uJ� 11%f/ /�✓�� � o ,,,t is ,U Mil,€ 1I ”„rrr rl r c ,a;;,, 'i'd i, 1 )'d pi'', !tr 1114.ill nrl 1 t; k r r rI,,! 1x1,11i u r Ia I r,rnai1, r o r.71,;lt ,r a ,tll lrnal opll, r,r kyr,1 1)1,.,int +I Irr�, r r turlla,ir Ito I ,nt,r i, c, ',rki ilrril wt r Ie`,r iI pt q nm :rt:,l,:urrrrnuw .r.:n t r ,a t ;rc , t ;c rl r;liai:ri r n,reA r,rim in,l K�r=atilum, wt II!' til';nh nt , u I,>r,.r 1pp; .,tI I I t 1 ; r� ^ l� ��' � I, i(, ��l /? p'd'('a ��r � �� f/IN! l�f� rvi✓/l�1 / I Y , G, .,1...r.,.1,/i/nrt%,`/i.n./✓I// /fe,.,..,�al�/'(lial�eu l dH,//,� ,�,.,,/f/ f.,,.,..�,,, /�,/w�..rme../��i�f.,.�b,/�/1✓l/��L��,/I/Il/,?O,m_�,G'%,�,//,2�/G..r,�G�o,!f✓�i/'���i. /���1�f,�„!,�i,i,,, NIARKET'ING AND SO1.Icusyri«rs OF CARI�VrERS', (.ble Of il�w uuRNC "Paartat'N" Pk'lr.tga. W 7>f rc'p/rt'sunting !6 00 0 A (Avri,idn (Airld an <ttr insurance harldcc"r 0I ICI,IrkrinQ and canlh( trng Moron" It9C,tc . In order ra') mc'm nck' moot r`a,11h1'lr'Irt vc iAM 6:ratl Trt°11Cmi%c lr1,A('E'nruntw It= trl c BiGVW,IkT"ti?➢'4 c J.;trrultJ%`,r�,BBthe 1!6`(11 w" drr of � H thaw 1 ,'Vttl m tpL1c a:aptY'W ardes. ( �lr isk 1tI ural c' .s I nra"rdlf.:u.d�rlt,t>). I, ki c`d a)I'V YP.�(+.'dl tr'a tv to ,11d ldk'0 er,standinu the rua'crd; of the Ut,�. Wc Lnc dcrvch,l,cd Iorl;>"HOrrt6t rchtahn,shifvs "it latur tulahilarirn rr,, Koh drlrrlt,srirand internationally, t,l cll�UIV that rt�c t011 the ( itw ( (;orpu, (;@tri>ri to dlc, hcs' (if Our wad)ilitw�. I Q p,r;7cm "J11 indude in in d olmhu terra ni altar on a roar ntQ bac: in prlsm and hrr,v ar Lml e rmpl1 6a(Y;'d, We MAI A C` odt41'yrti1g1"in olCt'P'mtdVve Arl^.:d determine t174.' rf,.b4.a! wt of Action for dhac of purr pral,,trarl4 ha�cd on the 1wr,li1c't rll,tioker . We tvrll irrclatdv in dw R1nc:=vVA1 fark'Inrrttiaan a "ruts m rc'paart daa t MAI 6q us on currenr rua rrket intormaatiarri ;and trend;, c«Y'c'r,1a,(' (hr^anv", rarre• and any oth" intortrl,adon that iWaht raifc.'c�t ��J,,tru 1. ;atrW dh in1'01-11tatdoln) a<rdivred and,:rrl^n mith t@na:° l,riarrttr s and meds of the (, rv, "c M rrla'art "kh %ou to lhm vh,p a strategic' ti4rlCt,rl IC that, "111 trrc+�WPOTrtc rar(gukod naamigk's VII)d arnyaylationarl finAiwilas ahcr- rratilm al+mg MIT premmin con-illaMhom And (rl}Crlans. We ",tlpport ^4rld promote t146.w ,araftw ill rrrc c.nt:irla"a with undcrlr r-itc:rs to d{,vrlop rclati.larlchrlrt that will tv,uh in common Wala asci f>ra,iticc' rk'nuhs. It has d.nvrr mr <°1wrrc'nce that dea('lcalaing rhresc' rc'laricarl(hil .' Ira, r"'upoc:d rua 1(ld Wtcrrrn pn 4rwitaual "n inn, in trrri,lr1 WAh thc rrnr*4 prwkalrfea.w. 11haidc,ra.n, lee c'n(o ui-,w, tall to a1(cl7ratpand Brc>txl- taa uric l tWI`rrirriz rlffiCk'S 011 anrn aHlntaa9 Iaiai a to oldlty, r-chatirarrdllp ,�. ONGOING ADNUbdvrRATU)N SERVICES In addition in t c R1 R ( Wh ,o Innuraru c wr idl arlm p'lral"vidc tlrk'h dlo c%i ! 014'151on rl "emicrx"n d A drd& Knee" to rlrc (.;rta, laf (.oplm ( ;mm: Irrsitraraac' IdnAw Antt Aminrinatiam A s:mca<t`^r,'.> rc'nerwa°a_ wc�rr aril 8 lump, t hn itt,�a' • 1 tchvc tr of irr;atr<an(a: poli(.ic••, rt-rt.d ollicnr dc,ctrtalc tits %Anhirl W dav',r of rc°(er pt Brc m trtaadcawt-imm Hnd liri':`~G° o ni'd tar °gaff c'Icctronkally and in hard t(a}lks Assist in onnuAl rc'rltrwr,dl p,r(�,c€'SS try- lirelmr—hip J:dcm ky x(n,tc'm p,r2ra•c" rrr A t.u;warr Irra:mn.dly humor fart .gaff • ( d,tims c Arc and by otrr (;I<lim Ad"watc and I)i,rc.ow of ( ;Ire' " Sc'mAcs " 1'rc'p,are quarterly rququ on M1 ehow and llr('.,cnt rrrina.4marie>rr tri maif ant (.c,i nol a; r e l tr(',r~ta'c1 ,Joyk ddihl 4,mQ w khl ( My 1a'r.,11 Yoh "n Ain Own dot rk'JltNhv a f1rt71�4"?nbnol rtl`urarl(':f' (71:4tr11.0)n y y t On n k' ( .rI staff "Oh <d4`4 no to (}t.l'r +Y➢114t'ta 60riR;dal;@a,�,;"EnrC`rh.t 1,�6Yrt,il a1. nw l' Ah i,6 r•;kp'M1t1. pairrbw c,ra how to usu tlR, lyaart rl Drain ,>a.tr 1>wrc:'r im aat�(.10111' SUM Uc �IIYOt' r,`,11l1t " .[4KI"(, " �, � �, o �,,�,, rT. � �� 4 1 � '-",1,� l a ,�f ! ��� �I�' '�fll l;, d,,� � � iw lied r� .....� i dY�;� u l }5 Iltt � s i E) fl �� f �I��� ,iii�J� rr���l l r ' ��� � � �, �,� j� r, 3 4 MINIMUM RFQULRI;MFNTS-Current and Former References a. CURRENT CLIENT Reference 1 - Tier One(1) Preferable Organization panic: Contact and title: PORT OF CORPUS CHRISTI AUTHORITY DENNIS DEVRIES DIRECTOR OF FINANCE Address: Phone nLu77bcr: 222 POWER STREET (361)882-5633 CORPUS CHRISTI TX 78401 Fffective date ofcontract: Description of services provided: BROKER OF RECORDICONSULTANT ON PROPERTY& LIABILITY INSURANCE PROGRAM FOR PAST 21 YEARS b. CL.JRRENT C".L�IENT l'Zefereiice 2---."Cier 0iie(1) Preferable Organization name: Contact and title: FLOUR BLUFF ISD BRIAN SCHUSS- ASST.SUPERINTENDENT FOR BUSINESS MGMT', Address: Phone nUrnber: 2505 WALDRON RD, (361)694-9212 CORPUS CHRISTI,TX 78418 Effective date of contract: I)escription of services provided: 2002-TO PRESENT INSURED AND SERVICED THEIR PROPERTY& LIABILITY INSURANCE PROGRAM SINGE 2002 c. FORMER CLIEN]" Reference. 1 —Tier One(1) Preferable ()rganization name: Contact and title: OUALSPEC GROUP, LLC CLARKE COCCARI Address: Phone number: P.O.BOX 5129 (361)289-1138 CORPUS CHRISTI TX 78485 Effective date of contract: Description of services provided: 2002-2015 NSURED AND SERVICED'T14EIR PROPERTY&LASH ITY NSURANCE PROGRAM FOR PAST13 YEARS-SOLD C;ONIPAN d. FORMER CLIENT" Reference 2—Tier One(1) Preferable Organisation name: Contact and title: SANDPIPER COUNCIL OF OWNERS, INC CHARLES CRAWFORD- PROPERTY MANAGER Address: Phone number: 6745 HWY 361 (361)749-4141 PORT ARANSAS TX 78373 Effective date of contract: 1.)escription of services provided: 2006-2011BROKEROINSURED AND SERVICED THEIR PROPERTY& LIABILITY INSURANCE PROGRAM FROM 2006-2011 20 �% ��/�(// /� + ( ��"��(/IIf 1 �� , li�fR���ll��%�/�a/�r, ���fi�u�tr �y�j 11%?ii/9���%i���ii� i�� l r �l yii ,l' V' �� �/�����//�f151r%�f�Ill �� %�� J /1... )� �)/1 yI �//,� ����'� � l� I (.. p ej!l;1 r l�/ ��� f �f//��rf��1/�/����G,��l � a���' �1! / �l� 7 {��/bryl�%�n(�n(�ii�,�u i`��i� �����1 N i !w�� I I�i� n y i � ��v����ri`��wd�f, 'r��N�r�'' ' l � k�( � V,����1,,,�(�fJf�( y �11�� I%✓rf � Jp, ����' �� 4,(iJ I li�/,,lei ,��� 4f�/ i i�t�(� � ( � ��;,il �%�1������,� � �": 4 �,? � ��� � 1���� i l f r � ��) � �l� 'I,D I�4 i, � �" I �,�� �J E.,° � r� � �� lit".�i i�,� ,� �lil 1 t �,! � �w1t�l� �, ro P� 'fir �, f � � ��P B � � ! 1� i i ii;�, ��i i � �� fir � i ° f�,�- ���i � ! i t � � fir! ' �� ff � �, ill H j ,J � !� sr I j��� �',f e „ ! I� y , r r � , � i �u I �N ' � � � Y� I' � � ��� ����� � � a �� )�� ~� `u� �! , �' �y � f, ,, a s SERVICE AGREEMENT FOR BROKER OF RECORD SERVICES FOR PROPERTY INSURANCE Service Agreement No. THIS Broker of Record Services for Pronerty Insurance Agreement (this "Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City"), acting by and through its City Manager or his designee ("City Manager"), and ("Contractor"), effective for all purposes upon execution by the City Manager. WHEREAS Contractor has proposed to provide Service Cost and Permit Fee Structure Analysis in response to Event No.71; WHEREAS the City has determined Contractor to be the most advantageous proposer; NOW, THEREFORE, Contractor and City enter into this Agreement and agree as follows: I. Services. Contractor shall provide Service Cost and Permit Fee Structure Analysis in accordance with Event No. 71 ("Services"), which request for proposal and related specifications, if any, are attached to this Agreement and incorporated by reference into this Agreement as Exhibit "A". Contractor's proposal to provide the services is attached to this Agreement and incorporated by reference into this Agreement as Exhibit"B". 2.Term. This Agreement is for a term of one (1) year, commencing on the date signed by the City Manager and continuing for twelve(12)months thereafter. The term includes an option to extend for up to two(2)additional one-year periods subject to the approval of the Contractor and the City Manager. 3. Payment. Payment terms are net 30 days after the goods are provided or services are completed,as required,or a correct invoice is received,whichever is later. 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Agreement including deductions for non-performance and authorizations for payment. All of the Contractor's notices and communications regarding this Agreement must be directed to the Contract Administrator, who serves as the Risk Manager, unless indicated otherwise in this Agreement. 5.Independent Contractor. Contractor shall perform the Services hereunder as an independent contractor and furnish such Services in its own manner and method,and under no circumstances will any employee, agent, or representative of the Contractor be considered an employee of the City. 6. Insurance. Before Services can begin under this Agreement, the Contractor's insurance company must deliver a Certificate of Insurance as proof of the required insurance coverages to 23 the Contract Administrator. Additionally, the certificate must state that the Development Services Department Contract Administrator and the City's Risk Manager will be given at least thirty (30) days' notice of cancellation, material change in the coverages, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 15 days of the City Manager's written request to Contractor. 7. Assignment. No assignment of this Agreement nor any right or interest herein held by the Contractor is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Contractor is the essence of this Agreement, and the City's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 8. Fiscal Year. All parties recognize that the continuation of any contract after the close of any fiscal year of the City (the City's fiscal year ends each September 30th) is subject to budget approval and appropriations providing for such contract item as an expenditure in the fiscal budget. The City does not represent that a budget item for this Agreement will be actually adopted, as that determination is within the sole discretion of the City Council at the time of adoption of each fiscal budget. 9. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 10. Compliance with Laws. This Agreement is subject to all applicable federal, state and local laws. All duties of the parties-will be performed in Corpus Christi, Texas. The applicable law for any legal disputes arising out of this Agreement is the law of Texas,and the forum and venue for such disputes is the appropriate district or county court in and for Nueces County,Texas. 11. Amendments. This Agreement may be amended only in writing and signed by persons authorized to execute the same by both parties. 12.Termination. A. The City Manager may terminate this Agreement for Contractor's failure to perform the services specified in this Agreement and its exhibits. The Contract Administrator must give the Contractor written notice of the breach and set out a reasonable opportunity to cure. If the Contractor has not cured within the cure period stated in the notice, the City Manager may terminate this Agreement immediately thereafter. Failure to keep all insurance policies in force for the entire term of this Agreement is grounds for termination. B. Alternatively, the City may terminate this Agreement without cause upon twenty(20) days' advance written notice to the Contractor. However,the City may terminate this Agreement upon twenty-four (24) hours' advance written notice to the Contractor for the Contractor's failure to pay any required taxes or to provide proof of payment of taxes as set out in this Agreement. The Contractor may terminate this Agreement upon ninety (90) days' advance written notice to the City. 24 13. Taxes. The Contractor covenants to pay all applicable federal and state payroll taxes, Medicare taxes, FICA taxes, unemployment taxes, and all other taxes in accordance with Circular E "Employer's Tax Guide", Publication 15, as it may be amended. Upon request, the City Manager shall be provided proof of payment of these taxes within fifteen(15)days of such request. 14.Drug Policy. The Contractor must adopt and enforce a"Drug Free Workplace"policy. 15. Violence Policy. The Contractor must adopt and enforce a "Violence in the Workplace" policy. 16. Notice. Notice must be given by personal delivery, facsimile(fax),or by certified mail, postage prepaid and return receipt requested,and is deemed received on the date hand-delivered or faxed,with proof of accepted transmission,and on the third day after deposit in the U.S.mail if sent certified mail. Notice must be sent as follows: IF TO CITY: City of Corpus Christi Attention: Risk Manager P.O. Box 9277 Corpus Christi,Texas 78469-9277 1201 Leopard St. Corpus Christi,Texas 78401 Fax#(361)826-3697 1F TO CONTRACTOR: Contractor Name: Contact Person: Mailing Address: City, State,ZIP: Physical Address: City,State,ZIP: Fax#: 17. Month-to-Month Extension. If the City has not completed the procurement process and awarded a new Broker of Record Services for Property Insurance Agreement upon expiration of the original contract term or any extension period,the Contractor shall continue to provide goods/services under this Agreement at the most current price, in accordance with the terms and conditions of this Agreement or extension, on a month-to-month basis not to exceed six months. Any month-to-month provision of goods/services by the Contractor under this Agreement automatically terminates on the effective date of a new contract. 18. Severability. Each provision of this Agreement is severable and if, for any reason, any provision or any part thereof is determined to be invalid and contrary to any applicable law,such invalidity shall not impair the operation of or affect those portions of this Agreement that are 25 a ti y' valid, but this Agreement shall be construed and enforced in all respects as if the invalid or unenforceable provision or part thereof had been omitted. 19. INDEMNIFICATION. CONTRACTOR SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES AND AGENTS ("INDEMNITEES") FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS AND CAUSES OF ACTION OF ANY NATURE ON ACCOUNT OF DEATH, PERSONAL INJURIES, PROPERTY LOSS OR DAMAGE OR ANY OTHER KIND OF LOSS OR DAMAGE, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, ATTORNEYS' FEES AND EXPERT WITNESS FEES WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT REGARDLESS OF WHETHER THE INJURIES, DEATH, OR DAMAGES ARE CAUSED OR ARE CLAIMED TO BE CAUSED BY THE CONCURRENT OR CONTRIBUTORY NEGLIGENCE OF INDEMNITEES BUT NOT IF BY THE SOLE NEGLIGENCE OF INDEMNITEES UNMIXED WITH THE FAULT OF ANY OTHER PERSON OR ENTITY. CONTRACTOR MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL REASONABLY SATISFACTORY TO INDEMNITEES, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF CONTRACTOR UNDER THIS SECTION SURVIVE THE EXPIRATION OR SOONER TERMINATION OF THIS AGREEMENT. Contractor: Signature: Printed Name: Title: Date: 26 a CITY OF CORPUS CHRISTI Signature• Printed Name: Title: Date: Incorporated by Reference: Exhibit A:Request for Proposal Event No.71 (Available upon request) Exhibit B:Contractor's Proposal(Available upon request) 27 r ij Response For Supplier: Carlisle Insurance agency Event#: 71-1 Name: Broker of Record Description: The City of Corpus Christi,acting by and through its duly authorized City Manager or designee,hereafter referred to as City,hereby issues this request for proposal RFP. The City is seeking proposals from qualified Proposers for Broker of Record Services for Property Insurance Coverages. Preview Date: Q&A Open Date: 07/31/2015 07:30:00 PM Open Date: 07%31/2015 07:30:00 PM Q&A Close Date: 08/14/2015 05:00:00 PM Close Date: 08/28/2015 05:00:00 PM Dispute Close Date: Responded To: 1 Out of'] Lines Total laid Amount: 45,000.00 USD Question Responses (question Answer 3.2 Minimum Requirements-(Includes questions 2-23) Yes For EVERY item below,Proposer shall indicate"Yes"for"Comply"or "No"for"Do Not Comply"If Proposer"Does Not Comply"with any itern below,the proposal shall be deemed non-responsive and eliminated fi-orn consideration. Proposer shall confirm and agree that the questions below require a Yes or No answer. The City shall require the Broker to provide services including,but not limited to,the following: Assurne oversight responsibilities for the May 4,2016 property insurance Yes renewal at the beginning ol'the Broker of Record contract effective date, January 1,201 G. Provide unbiased information regarding the most advantageous insurance Yes markets and insurance coverage options for selection by the City. Event# 71-1: Broker of Record Question Answer Provide an appropriate timeline prior to renewal of the property insurance Yes program to assist in the preparation of detailed underwriting submission data,statements of values,specifications,loss history summaries,and other information required by underwriters. Marketing shall include,but not be limited to;development of insurance specifications and underwriting criteria,development of Requests for Proposals in accordance with Chapter 252 of the Texas Local Government Code, canvassing insurance markets,reviewing suitable manuscript policies, and conducting negotiations on behalf of the City to secure the broadest coverage at the lowest available cost. Broker shall assist the City in the analysis and design of optimal Yes insurance coverage and keep the City informed of significant property insurance market trends/conditions that may affect its insurance programs both positively and negatively. Broker shall do so by conference calls and through property insurance industry,publications and reports, including but not limited to;(1)Insurance Market Reports,(2)Risk Alerts,(3)State of the Property Insurance Marketplace,(4)Market Watch Terrorism Insurance,and(5)Current Property Insurance publications. Assist the City in the analysis of insurance policy wording,structure the Yes City's property insurance program to eliminate gaps/overlaps in coverage, and recommend limits and coverages in order to provide the City with the greatest amount of protection. Broker shall provide the City with a copy of renewal specifications and other documents for review prior to their release to potential property insurance markets. Broker shall submit to the City a property insurance program renewal Yes recommendation to include,but not be limited to,excess and surplus insurance,for review no later than forty-five(45)days prior to the policy renewal date,May 4,2016. Upon City's award of coverage(s)and prior to delivery of policies, Yes Broker shall verify the accuracy and adequacy of all binders,policies, and endorsements to ensure that wording is complete and accurate and that coverage is in compliance with specifications. Broker shall provide the City,a summary of any issue(s)found during the verification process, and indicate how each issue(s)was resolved. Broker shall provide to the City immediately following renewal of coverage,a spreadsheet/graph depicting both the AOP and Named Storm carriers for each layer and the premium each carrier is charging. Act in an advisory and consulting role to the City for the duration of the Yes Broker contract to ensure that insurance carriers adhere to all terms and conditions negotiated by the Broker and City. Broker Professional Services&Qualifications Yes Broker shall have ten(10)or more years of experience in providing Property insurance and contract services for public entities, Tier 1 markets preferably. Broker shall routinely provide expert counsel in various insurance matters,risk assessments and risk financing alternatives. Broker Professional Services&Qualifications Yes Broker shall have a direct relationship and/or,indirect relationship through intermediaries,with Domestic and International Insurance Markets/Lloyd's of London. :%ugust31,20: p� � •Everrt# 71-1: Broker of Record Question Answer Broker Professional Services&Qualifications Yes Broker shall have experience with insurance recovery of catastrophic losses and compliance with Federal Emergency Management Agency (FEMA)insurance obligations. Broker Professional Services&Qualifications Yes Broker shall have a minimum Property Insurance Premium Volume of $50,000,000,with at least$15,000,000-$20,000,000 in Tier I property. Broker Professional Services&Qualifications Yes Broker shall have at least one employee of the City's assigned Service Team with a professional designation of Chartered Property Casualty Underwriter(CPCU),Associate Risk Management(ARM),Certified Risk Manager(CRM),Certified Insurance Counselor(CIC),or a Bachelors Degree in Risk Management/Insurance. Broker Professional Services&Qualifications Yes Provide and collect other governmental Tier 1 property insurance program benchmark information upon request and assist the City with evaluating data in making prudent property insurance decisions. Broker Professional Services&Qualifications Yes Broker shall review various City contracts including,but not limited to, Construction Contracts,A&E Contracts,Design Build Contracts, Professional Service Contracts,Lease Agreements,Right-of-Way Permits,Franchise Agreements,etc. Broker shall provide advise and recommendations regarding establishing minimum insurance requirements,review and tracking of Certicates of Liability Insurance and Fiduary Bonds including Payment and Performance Bonds etc. Broker Professional Services&Qualifications Yes Provide assistance with forecasting and budgeting of the annual property insurance premium by covered location. Broker Professional Services&Qualifications Yes Assist the City with the entire claims process,from initial submittal to resolution of the claim(s). Broker will work with the City's property insurance carriers,Federal Emergency Management Agency,and any other Federal,State or Local agency,throughout the duration of the claim. Broker Professional Services&Qualifications Yes Act as the City's advocate in claim disputes and in obtaining reimbursements and settlements from insurance carriers. Broker Professional Services&Qualifications Yes Response time for routine requests shall be 24 hours,i.e.,certificates of insurance,insurance coverage requirements,etc. Broker Professional Services&Qualifications Yes Broker shall attend meetings at the City of Corpus Christi with Risk Management staff and the City Council as reasonably necessary. Broker Professional Services&Qualifications Yes Provide current industry catastrophic modeling services for property insurance occurrences,particularly with respect to Named Storm. Broker Professional Services&Qualifications Yes Broker shall place National Flood Insurance Program(NFIP)polices for specific City of Corpus Christi owned properties. August i ,2015 Page i Event# 71-1: Broker of Record Response Attachments Attachment REP FINAL.pdf F- Line Responses Line 1: Broker of Record Services RFP Description: 3.4 Fee Schedule-Broker of'Record Services for Property Insurance Pursuant to the Texas Local Government Code 252.024 Selection Of Insurance Broker the selected broker may be retained only on a fee basis and may not receive any other remuneration from any other source. Total Annual Fee for Broker of Record Services Item: BROKER OF RECORD RFP Broker of'Record Services RFP Commodity Code: 953 INSURANCE AND INSURANCE SERVICES,(ALL,TYPES) Quantity: 1.0000 UOM: FA Bid Quantity: 1.0000 Unit Price: 45,000.00000 Extended Price: 45,000.00 No Charge: No No Bid: No Vendor Item: BROKER OF RECORD RFP Broker of Record services RFP Question Answer PRICING PROPOSED BY PROPOSER INCLUDES ALL COSTS, Yes, BOTH DIREC'"FAND INDIRECT,NECESSARY FOR PROPOSER TO PROVIDETHE SERVICES DES(.I RIBED IN THIS REP. By submission of its proposal,the Proposer agrees that the pricing quoted Yes in its proposal is fixed and firm for the duration ofthe initial one-year tenn of the contact. Event Line Response Company: 1 Supplier Group: 1 Supplier Contact: 1 Event #: 71-1 Supplier: 47( Supplier Contact Name: Chase Carlisle Line Questions Line #: 1 Supplier Name: Carlisle Insurance Agency 1. PRICING PROPOSED BY PROPOSER INCLUDES ALL COSTS, BOTH DIRECT AND INDIRECT, NECESSARY FOR PROPOSER TO PROVIDE THE SERVICES DESCRIBED TN THIS RFP. *Answer: Yes 2. By submission of its proposal, the Proposer agrees that the pricing_ quoted in its proposal is fixed and firm for the duration of the initial one-year tcrrn of the contact. *Answer: Yes Event Line Response Company: I Supplier Group: 1 Supplier Contact: 1 Line Details Event #: 71-1 Supplier: 476 Supplier Name: Carlisle Insurance Agency Supplier Contact Name: Chase Carlisle Line #: 1 Line Response Description: 3.4 Fee Schedule - Broker of Record Services for Property Insurance Pursuant to the Texas Local Government Code 252.024 selection of Insurance Broker the selected broker may he retained only on a fee basis and may not receive any other remuneration from any other source, Total Annual Fee for Broker of Record Services Hem: BROKER OF RECORD RFP Item Description: Broker of Record Services RFP Output Type: Blanket Quantity: 1.0000 UOM: EA Requested Delivery Date: GTIN: GTIN Description: Manufacturer Code: Division: Manufacturer Number: Commodity Code: 953 Line Response Information Commodity Description: INSURANCE AND INSURANCE SERVICES, (ALL TYPES) Vendor Item: BROKER OF RECORD RFP Vendor Item Description: Broker of Record services RFP Quantity: 1.0000 UOM: FA Unit Price: 45,000.00000 No Charge: No No Bid: No Extended Price: 45,000.00 Delivery Date: Response Comments: UOM Detail: EA 1 a Maria Pedraza From: Carleen Patterson <carleen.patterson@aon.com> Sent: Wednesday,September 09,2015 6:00 PM To: Maria Pedraza Subject: RE:Clarification Question -- RFP Event No.71 Hi Maria. Aon Risk Services will collect no retail commissions on the NFIP policies placed on the City"s behalf. Aon Affinity functions as an MGA(managing general agent or third party intermediary) and would collect a commission as the MGA. I can find out what that percentage is if needed. Let me know if you have additional questions. Carleen C. Patterson,ARM,ARM-P, CIC, CRM Deputy National Practice Leader I Public Sector Aon Risk Solutions t: 202.429.8507 1 m: 301.706.2172 (f 312.381.6603 CarleenTatterson(@,aon.com aon.com From: Maria Pedraza Sent: Wednesday, September 09, 2015 5:05:16 PM To: Carleen Patterson Subject: Clarification Question N RFP Event No, 71 Ms.Patterson, This is related to RFP Event No.71.For clarification related to National Flood Insurance Program(NFIP),will commissions be in addition to the quoted fees,or applied as an off-set to same for the first year and four optional years. Please reply by 10:00am(Central Time),Thursday,September 10,2015 via email. XVUn T ;Va4 ;4 Procurement Manager City of Corpus Christi-Purchasing Division,Finance Department Direct Line:(361)826-3176 Email: Madape@cctexas.com t s Maria Pedraza From: Felipe Garcia <fgarcia@alliant.com> Sent: Wednesday,September 09, 2015 6:22 PM To: Maria Pedraza Cc: Jo Ann Barnard Subject: RE:Clarification Question — RFP Event No.71 Hi Maria, We would like to confirm that the commissions on the NFIP policy will be in addition to the annual fees. Thank you,and we look forward to hearing from you. -Felipe Felipe Garcia,CLCS Risk Advisor Alliant Insurance Services,Inc. 1301 Dove Street Suite 200 Newport Beach,CA 92660-2436 fgarcia@alliant.com (949)660-8167 Direct (949)322-8597 Cell (800)821-9283 Toll-Free License No.OC36861 From: Maria Pedraza (mailto:Maria Pe@cctexas.com] Sent:Wednesday, September 09, 2015 3:05 PM To: Felipe Garcia Subject: Clarification Question — RFP Event No. 71 Mr.Garcia, This is related to RFP Event No.71.For clarification related to National Flood Insurance Program (NFIP),will commissions be in addition to the quoted fees,or applied as an off-set to same for the first year and four optional years. Please reply by 10:00am(Central Time),Thursday,September 10,2015 via email. %VI4(4 ;Ve&t fCr; Procurement Manager City of Corpus Christi—Purchasing Division,Finance Department Direct Line:(361)826-3176 Email: Mariape@cctexas.com This e-mail and all attachments to it are for the sole use of the intended recipients and may contain proprietary information and trade secrets of Alliant Insurance Services,Inc. and its subsidiaries.This e-mail may also 1 Maria Pedraza From: Chase Carlisle <chasec@carlisleins.com> Sent: Thursday,September 10,2015 9:09 AM To: Maria Pedraza Cc: Tom Carlisle Subject: RE:Clarification Question — RFP Event No.71 Good Morning, Any commissions would be applied to offset our fee, NOT in addition to the fee. Chase Carlisle, CIC � y CARLISL FE /^ I N S U R A N C E www.carlisle!ns.com chasec@carlisleins.com "r: (361)884-2775 -`; (361)884-3470 (361) 548-0755 500 N. Water St, Suite 900, Corpus Christi, TX 78401-0234 NOTICE:Changes to coverage are not effective until confirmed by an authorized representative of Carlisle Insurance Agency,Inc. This email may contain confidential information and is intended solely for the use of the person(s)to whom it was intended to be addressed. If you received this material/Information in error or are not the intended recipient,please contact the sender and permanently delete the materialfinform ation. From:Tom Carlisle Sent:Wednesday,September 09,2015 9:31 PM To:Chase Carlisle Subject: Fwd:Clarification Question—RFP Event No.71 Sent from my iPhone Begin forwarded message: From:Maria Pedraza<MariaPe@cctexas.com> Date:September 9,2015 at 5:05:12 PM CDT To:"tomc@carlisleins.com"<tomc(@carlisleins.com> Subject:Clarification Question—RFP Event No.71 Mr.Carlisle, This is related to RFP Event No.71. For clarification related to National Flood Insurance Program (NFIP), will commissions be in addition to the quoted fees,or applied as an off-set to same for the first year and four optional years. Please reply by 10:00am(Central Time),Thursday,September 10,2015 via email. 1 A 1 Maria Pedraza From: Jackie Day <JDay@McGriff.com> Sent: Thursday, September 10,2015 9:17 AM To: Maria Pedraza Cc: Susan Golla Subject: FW:Clarification Question — RFP Event No.71 NFIP annual premiums are$105,160 and the annual commission is$20,865. Thank you. JACKIE DAY,CPCU,CIC,AAI SENIOR VICE PRESIDENT,MARKETING ACCOUNT EXECUTIVE 5080 SPECTRUM DRIVE,STE 900E ADDISON,TEXAS 75001 (469)232-2162 DIRECT (469)232-2101 FAx (469)766-7525 CELL CA NON-RESIDENT INSURANCE LICENSE#OC17939 TX LICENSE#6816 ..........................................1......................................................................... The information contained in this e-mail is CONFIDENTIAL and/or privileged. This e-mail is intended to be initially reviewed by only the individual(s)named above.If you are not the intended recipient(s)or a representative of the intended recipient(s),you are hereby notified that any review,copying or dissemination of the information contained herein is prohibited. -----Original Message----- From:Maria Pedraza [MariaPe(cycctexas.com] Sent: Wednesday,September 09,2015 05:05 PM Central Standard Time To: Susan Golla Subject: Clarification Question—RFP Event No. 71 Ms.Shoemake, This is related to RFP Event No.71. For clarification related to National Flood Insurance Program(NFIP), please indicate the annual total amount of NFIP premiums and the total annual commission income that McGriff will derive from these coverages. Please reply by 10:00am(Central Time),Thursday,September 10,2015 via email. ,/G44e4 ;Ded%414 Procurement Manager City of Corpus Christi-Purchasing Division,Finance Department 1 DaVid Solis From: Maria Pedraza Sent: Thursday, September 17, 2015 12:07 PM To: David Solis Subject: FW Clarification Question — RFP Event No.71 9.17.15 David, Forwarding Mr,, Carlisle answer, Please note Mr. Carlisle inquiry at the end of his email. Maria From: Chase Carlisle [rriaftg,chgsgc rJ1a,rlrsIQ]ns.corn] Sent: Thursday, September 17, 2015 10:04 AM To: Maria Pedraza;Tom Carlisle Subject: RE: Clarification Question — RFP Event No. 71 9.17.15 Good Morning, Our fee schedule for the optional 4 years would be as follows: Year 1: $45,000 OPTIONAL YEARS Year 2: $50,000 Year 3: $60,000 Year 4: $70,000 Year 5: $80,000 Can you please let us know where you are in your decision process and when a broker will be decided upon by staff? Thank you, Chase Carlisle, CIC R i",: CARLISLE INSUPANC1111 www.carlisleins.com chasec@carlisleins.com 0, (361) 884-2775 ", (361) 884-3470 (361) 548-0755 500 N, Water St, Suite 900, Corpus Christi, TX 78401-0234 NOTICE:Changes to coverage are not effective until confirmed by an authorized representative of Carlisle Insurance Agency,Inc, This email may contain confidential information and is intended solely for the use of the person(s)to whom it was intended to be addressed. If you received this material/information in error or are not the intended recipient,please contact the sender and permanently delete the material/information. From: Maria Pedraza [Di aLi!t o N—�La lr�i a P e ws r — -�gtq�il�c Sent:Thursday,September 17, 2015 9:41 AM Ilio-Tam Carlisle Cc;Ch6sb Carlisle Subject:Clarification Question - RFP Event No.71 9.17.15 Mr. Carlisle, We have one additional question to ask for clarification related to RFP Event No. 71. Is the$45,004 fee guaranteed for the first year of the contract,plus up to four optional years? Rest regards, wa ;PeA4 Procurement Manager City of Corpus Christi—Purchasing Division, Finance Department Direct Line: (361)826-3176 Email: Maria e@ cctexas.com 2 AMENDMENT NO. I TO THE SERVICE AGREEMENT FOR BROKER OF RECORD SERVICES FOR PROPERTY INSURANCE Whereas, on December 15, 2015, the Corpus Christi City Council authorized a Service Agreement for Broker of Record Services for Property Insurance ("the Agreement") with Carlisle Insurance ("Contractor"); Whereas, the parties desire to amend the Service Agreement to add additional Broker of Record Services; NOW, THEREFORE, THE PARTIES AGREE TO AMEND THE AGREEMENT AS FOLLOWS: 1. In addition to the Services specified in the original Agreement, Contractor agrees to provide Broker of Record services for the following: (1) Excess Workers' Compensation; (2) Excess Liability Insurance; and (3) Liability and Property Insurance comparable to the coverages currently provided to the City by Texas Municipal League Risk Pool. The City Risk Manager will coordinate with Contractor to develop required specifications. The Contractorwill solicit quotes for these insurance coverages and provide the quotes and coverages to the City Risk Manager upon a mutually agreed upon schedule. The City agrees to pay Contractor$60,000 per year for the additional services provided under this Amendment No. 1 for services from April 1 st of the upcoming year to April 1" of the subsequent year thereafter. 2. Required Disclosures of Interests. (a) Contractor agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this Amendment No. 1. (b) Contractor agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this contract. For more information, please review the information on the Texas Ethics Commission website at https://www.ethics,state.tx.us, (c) Contractor agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIO with the City Secretary's Office, if required. Far more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secreta[Y/conflict- disclosure/index, (d) As required by House Bill 89 adopted during the 2017 regular session of the Texas Legislature, the signatory executing this Amendment on behalf of Contractor verifies that the Contractor does not boycott Israel and will not boycott Israel during the term of the Agreement. 1 All other terms and conditions of the previously executed Agreement between the parties which are not inconsistent herewith shall continue in full force and effect. 4. This Amendment becomes effective on April 1, 2018. The Contractor's notification to proceed will be issued to the Contractor by the Risk Manager. EXECUTED IN DUPLICATE ORIGINALS this day of 2017, by the authorized representative of the parties, Contractor: Carlisle Insurance By: Name: Title: Date: I I /,/ City of Corpus Christi, Texas By: Name: Title: Date: Approved as to legal form: Lisa Aguilar, Assistant City Attorney For the City Attorney CERTIFICATE OF INTERESTED PARTIES FORM 1295 10fl OFFICE USE ONLY 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. CERTIFICATION OF FILING entity's place Certificate Number: 1 Name of business entity filing form,and the city,state and country of the business en 2017-289374 of business. Carlisle Insurance Agency, Inc Date Filed- Corpus Christi,TX United States 12/0112017 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. Date Acknowledged: City of Corpus Christi 1 1 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. ill Agreement 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. 0 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. Z,, GLADYS ADIDDISON ID#'7798513-2 Public tary Pu Notary Public STATE 0 W OF TEXAS Signature of authorized agent of contracting business entity I EX 0 My Comm, Exp.04-25-2021 "'L A 0 E Sworn to and subscribed before me,by the said �afrc Ivg�histhe day ofAeeeri'�' -,r 20J q_.to certify which,witness my hand and seal of office. Signature of officer administering oath Printed Warne of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission wvvw.ethics,state.tx.us Version V1.0,3337 SC o� � v AGENDA MEMORANDUM NORPOflPEO Future Item for the City Council Meeting of December 12, 2017 1852 Action Item for the City Council Meeting of December 19, 2017 DATE: November 21, 2017 TO: Margie C. Rose, City Manager FROM: Alyssa M. Barrera, Business Liaison AlyssaBa-cctexas.com (361) 826-3356 Resolution to Adopt Downtown Corpus Christi Parking Study-Action Plan CAPTION: Resolution of the City Council of the City of Corpus Christi, Texas adopting and approving the Downtown Parking Action Plan for the City's TIRZ #3 Area. PURPOSE: The purpose of this item is to approve an Action Plan as part of the Downtown Parking Management Study & Strategic Plan initiative. BACKGROUND AND FINDINGS: In 2014, the DRAFT Downtown Area Development Plan (DADP) identified Parking as one of the ten issues impacting development. In 2015, the TIRZ #3 Project Plan included the Parking Management Study and Strategic Plan as one of five initiatives necessary for unlocking development in the TIRZ. The TIRZ #3 Board approved a contract for the study with Walker Parking Consultants on July 8, 2016. Walker Parking Consultants completed the study and presented to the Board on January 24, 2017. Staff then discussed Implementation Steps with TIRZ #3 Board on February 28, 2017 and an adjusted Stakeholder Engagement Plan on March 28, 2017. Staff organized two Stakeholder Meetings on April 13, 2017 and invited downtown stakeholders, the Parking Advisory Committee, Transportation Advisory Commission, and Planning Commission. The meetings had over 40 attendees. Feedback from the meetings were used to refine the Action Plan that was then taken to several Boards and Commissions to be adopted. While the initial schedule was to bring this Action Plan forward following the adoption of the DADP in Summer 2017. Since the DADP was tabled on September 26, 2017 with no date certain, we are now bringing the Parking Action Plan forward separately for Council consideration. • Approved by the Downtown Management District Board on May 18, 2017 • Approved by the Transportation Advisory Commission on May 22, 2017 • Approved by the Parking Advisory Committee on May 22, 2017 • Approved by the Tax Increment Reinvestment Zone #3 Board on May 23, 2017. In the TIRZ#3 Project Plan's FY 2018 Budget, $100,000 has been set aside for the first phase of implementation. This document outlines the next 36 months of activity necessary for getting a good sense of management on the parking situation in downtown Corpus Christi. ALTERNATIVES: The City Council may decide to delay the adoption of this plan, or request revisions. OTHER CONSIDERATIONS: N/A CONFORMITY TO CITY POLICY: Conforms with the Tax Code, City Charter and TIRZ#3 Project & Financing Plan. DEPARTMENTAL CLEARANCES: Finance Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: Project to Date 2017 -2018 Expenditures(CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE RECOMMENDATION: Staff recommends approving the action plan. LIST OF SUPPORTING DOCUMENTS: Resolution — Downtown Parking Action Plan Downtown Parking Action Plan Resolution of the City Council of the City of Corpus Christi, Texas adopting and approving the Downtown Parking Action Plan for the City's TIRZ#3 Area. WHEREAS, in August 2016, the TIRZ#3 Board retained Walker Parking Consultants ("Walker") to perform a parking study and generate a report and action plan for the City's Downtown Reinvestment Zone #3 Area (TIRZ# 3); and WHEREAS, in January 2017, Walker completed their study, presenting findings and recommendations to the TIRZ#3 Board; and WHEREAS, in April 2017, Walker, the City and the Downtown Management District conducted public meetings to solicit input from Downtown Property Owners and other stakeholders; and WHEREAS, the Downtown Management District reviewed and approved the Downtown Parking Action Plan at their meeting on May 18, 2017 ; and WHEREAS, the Downtown Parking Action Plan was also presented to the Transportation Advisory Committee and Parking Advisory Committee on May 22, 2017 and was approved; and WHEREAS, on May 23, 2017, the Final Downtown Parking Action Plan was presented to the TIRZ#3 Board, adopted and approved; and WHEREAS, the Final Downtown Parking Action Plan is hereby presented to the City Council for review and approval. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. That it adopts the Downtown Parking Action Plan as presented and attached hereto as Exhibit "A." Section 2. That any action proposed by the Downtown Parking Action Plan is subject to and contingent upon budget approval, which shall be at the discretion of the City Council and this Resolution shall not be interpreted to mandate any appropriation. 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 CITY OF CORPUS CHRISTI PARKING STUDY WALKER ACTION PLAN PA,RKNc,C0rw&J1L1AM S INTRODUCTION This Action Plan is the implementation guide to the Parking Management Study and Strategic Plan (Parking Study) completed by Walker Parking Consultants in January 2017. It is the intent of this document to provide strategic direction to the City, Downtown Reinvestment Zone Board and Parking Advisory Committee for the next 36 months.The "Findings" section of this guide reviews the process and GOAL: collected information. To enhance the Corpus BACKGROUND Christi Ipairlking sysieirn by utilizing data and best In August 2015, the Downtown Reinvestment practices so (public; and Zone (TIRZ #3) initiated a parking analysis, per Ipirivafe Iparlking is available to tlhe diverse c isav available recommendation from the draft Downtown Area wlhein ineede,d. Development Plan (DADP). The intent of the parking study is detailed in the insert to the left. OB,J If;IC,fl VIf;IS: Walker was hired in August 2016 to complete the • Create a long ieirirr7 parking analysis, finalizing recommendations in strategy fair City's stratin a �eraticCi January 2017. Following completion of K g K • I::angage the pirivaie document, the recommendations were vetted sector Ipairikiing supply and refined through stakeholder meetings on to support the April I Th. downtown residents, businesses and visitors FINDINGS • Stimulate economic development Walker developed the recommendations after • Integrate best r7anager�7ent studying the parking system in the TIRZ #3 area. practices. The study consisted of three different fact- gathering activities, 1) perform Stakeholder Outreach, 2) review Parking Occupancy and 3) review the Effect of Future Growth on the parking system. Stakeholder Outreach included an online survey that had 409 respondents, as well as multiple stakeholder meetings. Through the stakeholder initiatives we learned the following: • Most people believe parking is relatively affordable and are willing to pay for convenience if they can park close to their destination. • Residents don't feel safe utilizing off-street parking lots at night due to parking lot, sidewalk and street lighting conditions. • Residents desire a consistent distribution of parking meters throughout downtown to increase convenience. 1 CITY OF CORPUS CHRISTI PARKING STUDY WALKER ACTION PLAN 4 PARKNc,,C01,w&J1L1AM S After performing the Parking Occupancy data collection in the SEA District, Uptown, Marina Arts and Bayshore Districts, Walker concludes: • Based on current building occupancies, the area has sufficient supply of on-street parking spaces, but better management is needed. • Some areas experience parking deficits at certain times of the day, day of the week, or seasonally due to traffic generating businesses, venues, and events. The results of the occupancy data collection are shown in the maps below. f� Saturday, bpekday 9am- F �i'i+0�' �',�f /�,,�j✓APo', - �� ',r �I jiiiiiiiiiii � fi � � �;7�b1�� /ir �� �; r r V u i rrviiiiiii r , v,w«y Cro.w � ,•/ � / dAwfR wM Wopfre4 J r 1 r rlii iii r rrf r 1 ;J Weekday, l0amay 7pm 1pm ay 9pm � rrr Fri aur 1 N wwx m,wx, wwwneraanxrmuauw.wwu�a I r qqp 1 ,.,,,, �i���IlilJr��i 1 Jl��l11i�'�a�4if�o[if,i�11,i,o)r�7�lflll�r,„ll.l�J�)�II11�))[��illlitf�,��l�L»D1ll,�r»✓f1u��,1/»�Nl I/�I/liri�r)i irfJrl l1rri irl�1rilrlri�ril),1lfll1,,1,,i��1,�i�ir'rrt lli.�l/rw ,..,,,,,s llDi,l�, r lJ�i JJJd�„l 1 k Jlri��1i�f„riirirul,)�N,�r� l ��f� , »r � I _ r;; rrrrrrrrrr CITY OF CORPUS CHRISTI PARKING STUDY WALKER ACTION PLAN PARKNc,,C01,w&J1L1AM S r,r ' '> Because fbparkingcongestion along Chaparral Street he Marina Arts ' ' r I District, and considering future development of the area, Walker / 1 / reviewed this area in more detail. arc,»,ruv/riei/1-1......i/./r�rrr,»rrr,»rrr,»rvrr'nein/enrrr, /ri/r/i/r/i/ri/ri/r/rr�i/r/i/r1r/r1�.m/rrn/inz.incs;, o/o//rn�i/Gini/i/G�G�I�G�iaii✓/i�iioii/G�G�G�iiicli/�G�G�G�aiolGi�iiiioii//G�G�I��Gii/i/G�G���G�G�G�G�iil 1 ,„, i °/' s,.... � ' r / MMM , 'E% + � 827 , ,1 . ,i l lW WWW�..WW WW 1 2 17 15 14 Upon review of the Future Demand on the parking system, Walker provided two separate 10-year District Parking Models to the City. Each model included the Urban Land Institute's base parking ratios by specific land use in order for the City to continue to monitor and update as needed. The current observations concluded: • When reviewing both the 2.4% and 5% growth models, the SEA District will have the lowest future parking adequacy • Parking needs can be met by better managing current supply and a parking garage isn't immediately needed • Unforeseen development in the congested areas could change the need for a garage and make it more significant District I 0-Year Parking District I IIIIII ��� VIII IIII IIIIIIII II �I IIIIIIII III ���� III I I IIII IIIIIIII �11>!II I u I I I II ulll � I . I I I Iliuiiii I ILII IIIIII IIIIIIII lillllll� u I I i I i l I n u I �� � � � �I �II�IIIIIII � �� IIIIIIIIIIIIIIIIIIIIIII ''. r Parking Uptown 2,495 spaces Uptown 1,690 spaces Marina Arts 2,208 spaces Marina Arts -1 1,468 spaces 'Weekday.....m ......, k y................ Marina Arts ° 8,988 spaces Marina Arts 0,561 spaces Eve nirn Evening SEA 1,281 spaces SEA 1458 spaces lBayshore 2,881 spaces Bayshore 2,218 spaces 3 CITY OF CORPUS CHRISTI PARKING STUDY WALKER ACTION PLAN PA,RKNc,,C0I,w&J1L1AM S ACTION PI....AN ORGAMZATION The Action Plan is separated into three categories: • District Specific Recommendations - actions that affect specific districts within TIRZ #3 • Downtown-Wide Recommendations - actions that affect all the districts within TIRZ #3 • Other Recommendations- internal or organizational actions The table below summarizes each category and the associated action steps and priorities. Details of each action follow. IF= pil � �6,L 111i ° Uptown-move to 2-hour time limits throughout district Marina Arts-eliminate 10-hour time limits and employ 2-hour p„ III Simplify Rate and Hours FY 18 time limit in the district core and 4-hour time limits in $ perimeter of district Uptown-install two pay stations at Mestina St. and Arteisan St. � Increase Turnover by 2 Installing Pay Stations Marina Arts-add twenty pay stations to the core of the FY 19 $$$ district SEA District-delineate parking spaces throughout district with „ Better Identify Supply FY 19 $ on-street painting IP' Improve Loading Zone Uptown and Marina Arts-review current loading zones and Function update policies and procedures based on review FY 19 $ Establish a public and private partnership to address parking Create Parking Alliance& Shared Parking Program supply shortage that may occur during business operations, FY 18 $-$$ E, events and future developments. A Develop communication strategy to promote parking options. Elements include: Create Communication Strategy signage and wayfinding FY 18 19 $$$ public relations and communications expanding the ParkCC app Enforce and Strengthen Enforce the current City Zoning Ordinance and expand the VVI"" Off-Street Parking ordinance to include signage, lighting and maintenance FY 19-20 $ Requirements requirements. N Improve Event Parking Enhance event parking plan with consistent communication, FY 19-20 $-$$ Plan wayfinding and shuttle operations. Establish Parking Establish a fund that preserves parking revenue,segregates Enterprise Fund parking expenses and establishes a parking and FY 18 $ transportation capital and operating budget. Adjust Parking III Adjust salary to comparable salaries currently being paid Enforcement Officer FY 18 within Texas $ $$ .nlnry III III Monitor and Implement Continue to monitor and add paid parking as needed FY 19-20 $$$ Paid Parking "p Coordinate Future Supply Plan for future parking garages and expansions to parking FY 20 and III 2 Planning supply through coordination with development and land use beyond $$$ (planning. (IIIII�II $_ $25,000 $$=>$25,000 and $$$=>$100,000 4 CITY OF CORPUS CHRISTI PARKING STUDY WALKER ACTION PLAN 4 PA,RKkNc,C01,w&JILIAM S Sirs pkfy Rates and Hours Stakeholders often mentioned that the parking rates and hours within the Downtown area are confusing. Within Uptown and Marina Arts District there are three different time limits, 10-hour, 4-hour and 2-hour (I OH, 4H, 2H). Several blocks are comprised of varying time limits. Further, there different parking rates associated with these time limits. To reduce confusion and create a customer-friendly parking experience Walker recommends the following: Uptown District 'w To accommodate k short-term visitor parking needs, Walker recommends on- street parking in the Uptown District be limited to 2H r La where parking meters exist today. All references to longer-term on- street parking ,, "dw, should be removed. Long- � vmm °,u,""gym"r«mun" (@���` f.ir � „ �f�� ,nimmmm�muuuummmmmr�rrmoo�irrmro �uumm r�ur�irr�uuuuuuuuuuummmi, term parking for employees should be provided in available off-street parking locations. Walker also recommends the standardization of paid parking rates to $.75/Hour throughout the district and r hours of operation Monday through Friday 8AM to 6PM. Marina Arts District Walker suggests a standardized paid meter rate of $.75/Hour with a 2- �, hour time limit in the core of the district and a 4-hour time limit in the outer area. l Walker also recommends standardized hours of � t operation of Monday- .�w............................................................................................ ; Saturday, 8AM to 6PM. 5 CITY OF CORPUS CHRISTI PARKING STUDY WALKER ACTION PLAN PA,RKNc,,C01,w&J1L1AM S Increase Turnover Ikby InstdHing Pay Stations Walker recommends installation of meters in certain unmetered areas, transition to a multi-space meter system and license plate readers. In typical suburban developments, parking costs are built into construction and passed on to all consumers in the cost of the goods or services they purchase, giving the impression that there is no parking cost. Charging a fee to park increases equity by charging users for their actual parking costs, reducing the parking costs imposed on nondrivers. Paying directly, rather than indirectly, for parking benefits consumers overall because it reduces traffic and parking problems, and allows individuals to decide how much parking to purchase, giving consumers a new opportunity to save money. When introducing metered parking in areas where meters have been previously non- existent, there is often opposition to charging a fee to park, so it is important to build support and address concerns. Charging a fee to park in these new areas tends to be more accepted if: • Information is provided on parking availability, price, pricing methods and travel options. • Enforcement is courteous and fair. • Revenues are used in ways that clearly benefit communities and districts. As mentioned in Recommendation #1, many on street areas in the Uptown and Marina Arts District are metered. During Walker's occupancy counts, we observed high utilized areas where parking appeared congested and not available. As illustrated pg XX, this occurred in un-metered areas, where parking was free of charge and unregulated. • Multi-Space Meters - To assist with the management of on-street parking inventory in these areas, Walker recommends the purchase and installation of multi-space pay station, rather than continue with the single-space meter. Multi-space pay stations will reduce on street clutter and allow the motorist to pay for parking at any pay station with the use of credit card and coins. (Paper bills are traditionally not accepted on-street, due to the high cost of maintenance and support for the use of bill acceptor devices.) • License Plate Reader - To integrate with a proposed license plate reader (LPR) enforcement technology, Walker recommends a Pay-by-Plate system be implemented with the use of the new pay stations. Motorist are already accustomed to using their license plate credentials with the current Pay-by-Phone system. We suggest the continued use of this solution to promote and standardize all on-street parking sessions. When incorporated with the LPR enforcement technology, the City will minimize labor costs through improved staffing efficiencies. 6 CITY OF CORPUS CHRISTI PARKING STUDY WALKER ACTION PLAN 4 PA,RKNc,,C01,w&J1L1AM S Walker proposes the following district-specific pay station installation locations. Uptown District The addition of 16 metered spaces via one pay station on each block of Artesian and Mestina Streets around the CCRTA station are recommended as an initial installation phase. Regulating these spaces with the use of a two-hour metered pay station will help promote turnover and greater short-term access to the courthouse and transit station. r J� �t� f � n 1 %r, /,✓i / „% td, ,,, is ;/ ; ' Ii pIVIVi° w '.......wrmw�wnnrn�rrrarnwti'ruivad�uivwnniwwnntnr�wr,�r;�r��,rt�,wrnniuwnwi�,rurwr;wrwr;wrw;wl�rnwiur�„wtrnwtr�rurwr;w,iwwmlruai &� �� ��1,;;r..:,� r%/� � /rf,,,�fi-,I,% r D r l l ti MEN NMI r 9 cdStudy Areo c�rp�r� lh�rtt /l' Zor i rb� tr riu14ntxms �, r ny 7 CITY OF CORPUS CHRISTI PARKING STUDY WALKER ACTION PLAN PA,RKNc,,C01,w&J1L1AM S Marina Arts District Walker recommends the installation 1 > r 1 a � na�zu�axra ,oww��x of pay stations to regulate and manage short-term, curbside /a � , ! ° ,�wr, �vd 9ok�MN°9pt sktvmks..kfm,l access to the restaurants, � t community service agencies, and retail business in this core area. The highlighted pink area represents an initial metered pay station area for the Marina Arts District. We recognized these A as rr spaces, in the core commercial area of the district, were significantly occupied during peak activity periods during the daytime and evening observations. f� The highlighted purple area represents a phase 2 installation for ,- metered pay stations. We recognize the initial installation may push current core parking consumers to the perimeter areas to satisfy their parking duration needs. Walker proposes the perimeter areas remain 4-hour and with the existing single-space meters and the addition of new multi- space pay stations where new utilization will impact areas where metered parking does r� not exist today. SEA District c � r ✓�r�l � i � 1�� I The highlighted purple areas shown in the phase 3 ma demonstrate significantly- utilized areas around the new Federal Courthouse where it `� ✓" �� 1 r inventory could be better managed with the use of paid �� f parking. Walker suggests the 1 r% need for 4-hour metered pay stations to coincide with courthouse activity. 8 CITY OF CORPUS CHRISTI PARKING STUDY WALKER ACTION PLAN PARKNC,C01,,&J1L1AM S Better Identify SuppIly During our occupancy' f A rf`t%fry` ysh'fi � 1 i rq's �I��iiiii��, observations, Walker recognized on-street areas in SEA District where on-street parking inventory could be identified through a process. The p more formalized highlighted green areas on the map designate a primary area °1 where on-street parking should be identified with new pavement markings, parking signs and re- alignment e ali nment of the traffic lanes to �� � provide a clear parking lane. i� City of COYpue Ch f6X �% Mmkat Addtiaris Vhaxe 4 J 514dW AfCCY '/��//. We are not recommending installation of meters at these WW Ner Tim¢a:Lmf Nvw parking areas as there is not yet frequent daily usage. We believe ,�r formalizing these on-street areas will help manage traffic congestion during SEA District special events, as well as identify curbside parking inventory for future development, short-term business needs. 1, Improve Loading Ori Function u Loading zones can be problematic in any parking system as by nature they take up valuable on-street parking spaces. Walker reviewed the current loading zones in Uptown and Marina Arts districts and recommend the following. • City to review the current loading zones in Uptown and Marina Arts • Set up a program that coordinates delivery services to avoid peak hours o Encourage deliveries between 7am - 10am • Implement loading zones on secondary streets and remove them from the main thoroughfares • In the Marina Arts District convert the use of a commercial loading zone space into a parking space after 6:00 p.m. on weekdays and all day on the weekend. 9 CITY OF CORPUS CHRISTI PARKING STUDY WALKER ACTION PLAN 4 PA,RKNc,,C01,w&J1L1AM S Create Parking AlHance and Shared Parking Program Through our occupancy data collection Walker observed that there are many private parking lots and garages that are not utilized after hours or are not at peak occupancy during daytime hours. This occurs while some public parking lots in the same area are full or reaching capacity. In order to create a cohesive parking system Walker recommends the creation of a parking alliance and shared parking program made up of representatives from all four districts, organized into subcommittees that incorporate into a "Downtown" alliance. The purpose of the alliance is to establish a cohesive group that works together to provide parking for visitors and non-tenants that meet the needs of both the land owner and the community. Agreed upon conditions and requirements are established within the alliance to create standardization and uniformity throughout the parking system. The parking alliance objectives should include the following: 1 . Create a parking system that allows public parking in currently restricted garages and lots 2. Determine standard and uniform signage and wayfinding requirements 3. Establish a communications methodology to alert residents and visitors to available parking, etc. It is recommended that oversight of the alliance be governed by the Downtown Management District. Creating this program, where parking supply is shared among private and public entities, will alleviate the congestion currently experienced in some of the downtown areas. (�!2) Create Ommurtication Strategy Through the survey and stakeholder meetings, stakeholders indicated that the parking system was confusing and often times it was unclear whether a parker was allowed to park in a parking space or lot. A communication plan or strategy is needed in Corpus Christi to guide parkers to available parking spaces and to communicate information and/or changes regarding the parking system to the public. The strategy consists of three components: • Implementation of a sign package and wayfinding system • Creation of a public relations and communication program • Expansion of the ParckCC mobile app 10 CITY OF CORPUS CHRISTI PARKING STUDY WALKER ACTION PLAN PA,RKNc,,C01,w&J1L1AM S Signage and Wayfinding A consistent signage and wayfinding package should be developed and implemented that identifies and communicates the presences of parking spaces available for public parking. The design rules that should be followed when organizing such a package include: • General organization principle consistently evident in the system • Continuous directional signage for both pedestrians and vehicles • Place in consistent and predictable locations • Easy to understand • Placed perpendicular to the traffic Public Relations and Communication Program t ,MIYq+p nn o rrprr Communication is the key to any effective parking 23MMENEM������i���������������h}�°'���'�� � management system. A communication and public PARKMMWNTOWN relations program should 1) advise residents and visitors where to ark, 2 alert residents and visitors to upcoming ;;! I� p ) changes and 3) notify residents and visitors where to ` park when planned street closures are implemented for . large events. This information should be distributed through: d 1 • A comprehensive "Downtown Parking" website; • Social media sites; • Venue-specific websites (i.e., American Bank Center, Whataburger Field, etc.); • Brochures and maps both distributed and posted; • Direct mailings / email when appropriate; • District meetings and presentations about district parking to City business and civic groups upon request. p ParkCC App ... Corpus Christi has created an app called ParkCC that allows you to pay your on-street parking fee through j your phone, alleviating the need to insert your credit card or coins into the meter. Walker proposes that the r� City consider expanding the capabilities of the current app to include features that give parkers more detailed information, such as parking location, rates and special events info. The app should include much of the same information that the website offers, giving patrons an option for how they receive their parking information. 11 CITY OF CORPUS CHRISTI PARKING STUDY WALKER ACTION PLAN PARKNC,C01,,&J1L1AM S --- Enforce and Stlr ngth n Off-Surest POlrkinq Requirements When surveyed, 77% of the stakeholders said that they don't feel safe parking in surface lots at night. In part, this uneasy feeling is because parking lots are not required to maintain certain requirements such as lighting standards, etc. The current City of Corpus Christi Unified Development Code addresses off-street parking regulations. While this code applies to new construction and requires a building permit, there is no trigger identified for informal lots or temporary lots. A registration system should be implemented for operation of any parking lot to ensure that the current code and the recommended expansions of the code are adhered to. The code expansions should include: • Signage requirements and uniformity • Lighting requirements • Parking lot and garage maintenance requirements • Signage for private lot requirements IIIIIIIII VIII VIII VIII IIII IIII IIII 111111 ���� IIII uuuull uuuul uu II ul uu ul lu ull II I IIII IIII IIII IIII VIII IIII 411 II IIII 1411111 VIII IIII IIII IIII II 1111 IIII IIII IIII IIII IIII I IIII III IIII IIII VIII IIII IIII VIII IIII IIII IIII VIII 441 .II VIII IIII I I I I IIII I VIII I I III 411111111111111..1111I1111411111 11111111 II II I I I VIII VIII 11111..11111 I I IIII III 411 II VIII VII I I I I I IIIIIIIII I VIII I VIII I I I IIIII.1111111111 I I VII I I I I IIII VIII III I I III II I I SII II IIII II IIII IIII III fill 1411 I�111141111 I pII IIII 14 II II „ I�II I III �1111 II III II IU II I I SII V I III II U II II IIII II IIII IIII II II, �I IIII IIIIIIIII IIII 4 III Ill IIII 1111 m � p�c� � „W., W, c� VII p W W o„ c� � 111111�➢i cS� cS� 4N,,,, cS� cS� o� „W„ cS� „W„ cS� 0111N�1 ,W, Iluuml�lluul '�IIuuIIIuIIIIIVuuu�uu ”�I�Iluuumolllllllllll�uuIIVuII�Illuuumol0l�IlVuuuG..lluuuuo�Guul�uu01111111uuuuu�IIVmIIVmIIVu��llluuuuu�I�uu011m�lluu�luuuul� V �iIIIIIIIIIIIIIIIIIIIUVIII Illlll�llll�llllllllllllu��illl�llllll�l °� �illlllllllllllllllllllll�lllllllll� �IIIIIIIIIUVIII Ilullllllllllllllllu�llll IIIIIIIIIIIIIu�II�IIIIIIIIIUVIII��llll�llllllllllllu�llll i:,,,°�I�IIIIIIIIIu�IIIIIIIIIIIIIIIIII1111III�IIIuIIIIIIIIIIu�IIII�IIIIIIIIIII�IIIIII�IIIIII�I�IIIIIIIIlu�14I�IIII�IIIIII�I�IIIIIIIIUVIII Illll�llllll�llllllllllllu�lllllllllllllllll�����������lllll Size of the Sign Pavement in Good Repair Parking Symbol Clean Facility Nightly Rate Amount Maintain Parking Space Striping Font Size Maintain Landscaping Operator Phone Number Maintain Irrigation System Sign Material Lighting is an important element to safety and security and the City of Corpus Christi should consider improving the current on-street lighting as well as implementing requirements for adequate parking lot lighting. Walker suggests that the City review the recommendations made by the Illuminating Engineering Society of North America (IENSA)in regards to lighting levels for different types of parking structures. At a minimum it is recommended that all lighting come on at dusk and larger lots should have lighting on throughout the day. improve Evert Parking Ran To improve the current challenges associated with parking during a large event the City should incorporate the following action items into its current event parking plan. • Increase the utilization of private parking lots and garage to shuttle patrons o CCRTA is currently shuttling parkers from City Hall and County lots, expand for more events and multiple event days 12 CITY OF CORPUS CHRISTI PARKING STUDY WALKER ACTION PLAN 4 PA,RKNc,,C01,w&J1L1AM S • Increase wayfinding throughout the event areas o Include the alternative traffic patterns on the event websites and social media pages o Permanent wayfinding signage throughout the traffic paths directing patrons to the event areas o Variable wayfinding signage in the areas to change the traffic pattern if necessary • Create a communication campaign o Event page on City website o Parking information on event website o Emails to affected businesses o Social Media accounts (Facebook, Twitter, etc.) o Mobile App • Develop a monthly special events planning meeting with the assistance of the City Event Coordinator o Coordinate and facilitate special events o Serve as liaison between City departments, event organizers, business owners and vendors o Manage the marketing and public relations activities for each event 'd)0 t stalbHsh Parking EnterpriseFund A Parking and Transportation Enterprise Fund is a fund with the goal of a self-sustaining parking system. This means it generates a revenue stream that is sufficient to cover ongoing operating and maintenance expenses as well as outstanding debt service obligations to ensure its solvency. Operating deficits must be guaranteed by transfers from the City's General Fund. Excess revenues should be used to fund parking and other transportation-related capital and operational, as well as the funding of maintenance. A Parking Enterprise Fund is utilized in a paid parking system, where parking revenue is collected. The Fund preserves parking revenues, segregates parking expenses, and establishes a parking and transportation capital and operating budget that will allocate funds based on the City's goals. Walker recommends the City expand the role of the Parking Improvement Fund to include the management strategies of a Parking Enterprise Fund for its Parking Control Division. When considering initial funding options for the added on-street metered spaces, we suggest using available funds from the Parking Improvement Fund, the Downtown Reinvestment Zone and any relevant bond project options. 13 CITY OF CORPUS CHRISTI PARKING STUDY WALKER ACTION PLAN 4 PA,RKNc.,C01,w&J1L1AM S Once the initial phase of meters has been installed and operational, we suggest using the new meter and citation revenues to purchase and install future-phase pay stations after annual operating and capital expense costs have been settled. With this phased approach, we believe the City will achieve its goal without incurring any unnecessary long-term debt. The continued success of the metered system will determine the actual timeline at which the phased approach is implemented. `7 ( Adjust Parking Enforcement Officer S~ II~ Iry Corpus Christi has experienced difficulties hiring and retaining Parking Enforcement Officers (PEO) in part because of the salary paid to the Officer. Currently the typical PEO in Corpus Christi is paid $23,000/year for full time work. The national average of PEO pay is more than what is currently being paid to the Corpus Christi PEO's, $24,000 - $36,000. Research of PEO pay within the state of Texas shows that Corpus Christi falls considerably below the average within the state, shown below. i iiui a ui uu alai uuui uuui uu uuiu uuuiuuui iiiii ii iiiii uiuu iuui i uii iiiiii uiii uu iia uui iii i 1 � Illlllllllllllllllllllllllllllllllllllllllllk�� �"''��'"°dW"'P"'°!!!!°""'IIIII��° ��''lP°'°'IP""���IV���llllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll 23,000 1,100 24,000 Unknown Ill�IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII""�����I°P'�' ""�I�°�IIIIIIW'i°"°'"���'1"���°��"'''lllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllf 25,000 700 lllllllllllllllllllllllllllllllllllllllkl�"W'°"'°"""IV°'IIIC°'°'°"°°""'°I��"'��'!V"'°��II�IIIIIII�IIIIII�IIII�IIIIIIIIIIIIIIII�IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII� 27,000 1,500 33,490 Unknown IIIIIIIII�°�m���� i������������������������������������������������������������IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII� 34,278 510 35,000 Unknown Because PEO positions sit vacant, the appropriate patrol of the parking meters is not occurring and many residents have figured this out, causing them to violate the system and occupy parking spaces for long periods of time. It is important to solve this challenge in order to create a parking system that is properly patrolled and creates turnover among spaces so residents and visitors can find a place to park when needed. I.. I. Monitor and lmpl meat Paid Parkin As increased development occurs and corresponding parking supply is depleted, it will be necessary to implement paid parking in other areas within the districts. Walker recommends ongoing monitoring of the parking system to ensure that parking challenges are resolved quickly and effectively. Monitoring should occur by conducting occupancy counts when perceived occupancy reaches 85% and by continuously updating the demand model with future known development. The Parking Control Department should be utilized in the visible monitoring of the parking system occupancy as they are interacting with it on a daily basis. 14 CITY OF CORPUS CHRISTI PARKING STUDY WALKER ACTION PLAN PARKNc,,C01,w&J1L1AM S Coardinate Future Su Iy Manning Currently there are enough parking spaces in the system to provide adequate parking. However, it may be necessary to construct a garage in in the future. Walker reviewed the land plots and area within each district and recommend the following parcels of land for future garage development. / I ,I I / W - 4 A I W r, J I n ,I, r / az �IIII r f r r I J / r , IIIIIIIIII�II��IIII�IIIIIIIIIIIII�III�II�IIIIIIIIIIIIIIIIIIIIIIIII�IIIIIIIIIIIIIIIIIIII�IIIIIII���IIIIIIIIIIIIII��II����� r I"' IIRC L. 24 L.)(b II I::WI IAI GAIIRAGll:: „ur It✓;rr��� � /�D a I .. A N J ..w I ( � 1 I I 11 I A L. .S I A FR E L.. L.��u ��ll... l°�Il�,lll,:ll��..li I��"°...b 11 ..� S � r� a �" LLptawn D9shict DrvelapmaM � y � �f � / U / u Y j Y4loalnc ArfE[>Irot00 Development Cv,00rrb¢rr 0 / /J/ I rn I� } 1ry1N11Nll1`Y' Krrocvwr I V r mid&8,,wrn0aysrxu M f"nnm+stwad PSowtnOpprrrogpit.. /J r � Y' / ��// OlU1WlVA Wropaaxad q,etnlbr G°on'Marr}kGzuaBwS.iN YfM1�YJ,>i'/ �Nll ��� /�, /✓�� 3 f'ruK�pzed Fudlw;6^fznk%slti'M PId<av7 � �,z�.l/f �/ ,..r / ��,/ �„„ ,,,,j- .'�� Jl�rk,��ww. pj�' _�� >;,; ,,,,,,, , r/,,, I /// �/ /��I VVVVVVVVVVVVVVVVVVV I ��// / �I(U�n✓��r,9� r �I ��/�'� r til u 1 v/ / �� fG ze �, �q p jrYrF1� �y (N;(rouuIN1D10Y1tN uN ,I� J / � ze/ / J✓ ,V„xa r yilVlri��.��,�� � y �i/ �� rf � r Y9r1pG��A�uN rte/, „ SEA nitl✓X 1 0-1.p-0 I Sl rn•wr<w mlmllm III I II VIII II II II I IIIIII IIIIIIIIIIII IIII 111111 111111 II IIIIIIIII IIIIII IIIIIIIIIII VIII IIIIIIIIIIIIIIIIIIII M I I i VIII I AU I AU I I I I I II imIIIIII IIII im SII ��� ��I�II� � ������II�IIIIIIIIIIIIIIIIIIIIIIIIIII �� IIIIIIII�IIII���� ��� �III�����III I.. I�A IR CIL..L.. 34 I (.,b II L..IN II I L.. Gli 11 IL.. I A IIRCIL..L.. .1.8 A IAV D :1.9 I (.,b II IL..IAV II I A L.. G,u A FRAE,u IL.. SC o� � AGENDA MEMORANDUM v Future Item for the City Council Meeting of 11/14/2017 NORPOflPEFirst Reading Item for the City Council Meeting of 12/12/2017 1852 Second Reading item for the City Council Meeting of 12/19/17 DATE: October 27, 2017 TO: Margie C. Rose, City Manager FROM: Steven Viera, Director of Human Resources SteveV@cctexas.com (361) 826-3445 Continuing Texas Municipal Retirement System (TMRS) Updated Service Credits for Current Participants and Increases for Prior and Current Annuities. CAPTION: Ordinance authorizing and allowing, under the Act governing the Texas Municipal Retirement System, ""Updated Service Credits" in said system for service performed by qualifying members of such system who presently are members of the City of Corpus Christi; providing for increased pricer and current service annuities for retirees and beneficiaries of deceased retirees of the City; establishing an effective date for such actions-, and providing for severance. PURPOSE: The purpose of this ordinance is to provide "Updated Service Credits" and "Increased Prior and Current Service Annuities" in TMRS. Updated Service Credit(USC)— Is a provision adopted by City ordinance that may increase the value of employee retirement benefits by accounting for increases in salary later in the employee's career. Annuity Increase, or Cost of Living Adjustment(COLA)— Is provided as an increase in annuities for retirees. COLAs are a plan enhancement to help retirees with increases in their cost of living after retirement. These provisions also adhere to the negotiation of "Updated Service Credits" and "Increased Prior and Current Service Annuities" in the collective bargaining agreement with Corpus Christi Police Officer's Association (CCPOA), Government Accounting Standards, as interpreted by the City's external auditor, dictating that the City must record the liability as if annually repeating for the term of the contract(which ends on September 30, 2019). BACKGROUND AND FINDINGS: On July 27, 2004, for an effective date of January 1, 2005, Council adopted "Updated Service Credits" and "Increased Prior and Current Service Annuities" on an annual basis (annually repeating, not requiring approval by Council each year). Ordinance 025865 On December 7, 2010 Council approved the contract with the Corpus Christi Police Officer's Association (CCPOA), which included provisions for "Updated Service Credits" and "Increased Prior and Current Service Annuities"on an "Ad Hoc" basis. On December 14, 2010 Council approved Ordinance 028892 authorizing "Updated Service Credits" and "Increased Prior and Current Service Annuities"for 2011. On November 15, 2011, Council approved Ordinance 029290 authorizing "Updated Service Credits" and "Increased Prior and Current Service Annuities"for 2012. On December 11, 2012, Council approved Ordinance 029692 authorizing "Updated Service Credits" and "Increased Prior and Current Service Annuities"for 2013. On December 17,2013, Council approved Ordinance authorizing"Updated Service Credits"and"Increased Prior and Current Service Annuities"for 2014. On December 16,2014, Council approved Ordinance authorizing"Updated Service Credits"and"Increased Prior and Current Service Annuities"for 2015. On December 16,2015, Council approved Ordinance authorizing"Updated Service Credits"and"Increased Prior and Current Service Annuities"for 2016. On December 13,2016, Council approved Ordinance authorizing"Updated Service Credits"and"Increased Prior and Current Service Annuities"for 2017. ALTERNATIVES: None. The City is restricted by the terms of the collective bargaining agreement with the CCPOA and provisions of the state statute governing TMRS. State statute extends to services performed by qualifying members of such system who presently are members of the City of Corpus Christi; providing for increased prior and current service annuities for retirees and beneficiaries of deceased retirees of the City. This is a five year contract which is effective from August 1, 2015 through September 30, 2019. OTHER CONSIDERATIONS: For calendar year 2018, the rate calculated by TMRS under the Ad Hoc provision is 11.10% however the City budgeted and was contributing 20.46% since January 2017 thru December 31, 2017. In January 2018, the City will increase its contribution to 22.46% to address the liability issue. The City will continue to increase this amount by 2% ever year to get back to an annual repeating contribution. CONFORMITY TO CITY POLICY: Adoption of this ordinance is in accordance with the Agreement negotiated with the Corpus Christi Police Officers' Association. EMERGENCY/ NON-EMERGENCY: Non-emergency, Ordinance -Two readings (11/14/17, 12/12/17) FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Project to Date Expenditures Fiscal Year: 2016 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered/ Expended Amount This item BALANCE RECOMMENDATION: Staff recommends adoption of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance authorizing and allowing, under the Act governing the Texas Municipal Retirement System, "Updated Service Credits" in said system for service performed by qualifying members of such system who presently are members of the City of Corpus Christi; providing for increased prior and current service annuities for retirees and beneficiaries of deceased retirees of the City; establishing an effective date for such actions; and providing for severance. Be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1. Authorization of Updated Service Credits. (a) On the terms and conditions set out in Sections 853.401 through 853.403 of Subtitle G of Title 8, Government Code, as amended (hereinafter referred to as the "TMRS Act"), each member of the Texas Municipal Retirement System (hereinafter referred to as the "System") who has current service credit or prior service credit in the System in force and effect on the 1st day of January of the calendar year preceding such allowance, by reason of service in the employment of the City, and on such date had at least 36 months of credited service with the System, shall be and is hereby allowed "Updated Service Credit" (as that term is defined in subsection (d) of Section 853.402 of said title) in an amount that is 100% of the "base Updated Service Credit" of the member (calculated as provided in subsection (c) of Section 853.402 of said title). The Updated Service Credit hereby allowed shall replace any Updated Service Credit, prior service credit, special prior service credit, or antecedent service credit previously authorized for part of the same service. (b) In accordance with the provisions of subsection (d) of Section 853.401 of said title, the deposits required to be made to the System by employees of the several participating departments on account of current service shall be calculated from and after the date aforesaid on the full amount of such person's earnings as an employee of the City. Section 2. Increase in Retirement Annuities. (a) On terms and conditions set out in Section 854.203 of Subtitle G of Title 8, Government Code, as amended, the City hereby elects to allow and to provide for payment of the increases below stated in monthly benefits payable by the System to retired employees and to beneficiaries of deceased employees of the City under current service annuities and prior service annuities arising from service by such employees to this City. An annuity increased under this Section replaces any annuity or increased annuity previously granted to the same person. (b) The amount of the annuity increase under this Section is computed as the sum of the prior service and current service annuities on the effective date of retirement of the person on whose service the annuities are based, multiplied by 70% of the percentage change in Consumer Price Index for All Urban Consumers, from December of the year immediately preceding the effective date of the person's retirement to the December that is 13 months before the effective date of this Section. (c) An increase in an annuity that was reduced because of an option selection is reducible in the same proportion and in the same manner that the original annuity was reduced. (d) If a computation hereunder does not result in an increase in the amount of an annuity, the amount of the annuity will not be changed hereby. (e) The amount by which an increase under this Section exceeds all previously granted increases to an annuitant is an obligation of this City and of its account in the municipality accumulation of the System. Section 3. Effective Date Subject to approval by the Board of Trustees of the System, this ordinance shall be and become effective on the 1 st day of January 2018. Section 4. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision of this ordinance be given full force and effect for its purpose. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 7 20177 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 7 20177 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 7 2017. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor TEXAS Mt►tvIcimL RETIREMENT SYSTEM August 31, 2017 Via E-mail Mr. Steve Viera Director of HR City of Corpus Christi P.Q. Box 9277 Corpus Christi, TX 78469-9277 Dear Steve: As per your request, enclosed is a model ordinance for your city to adopt: 100% Updated Service Credit, 70% CPI Increase to Annuitants Ad Hoc (one time only basis) With the adoption of these additional benefits, your city's full contribution rate for 2018 will be 11.10%. We will appreciate receiving a copy of this ordinance as soon as possible after adoption. Please fax a copy of the executed ordinance to 512.476.2903. If you have any questions or concerns, please do not hesitate to contact me at 1-800-924-8677. Sincerely, 06Q) Eric W. Davis Deputy Executive Director TMRS 512.476.7577 P.O.Box 149153 TOLL-FREE 800.924.8677 AUSTIN,TEXAS 78714-9153 wwwJMRS.cam FAx 512.476.5576 Plan Provisions Deposit Rate Matching Ratio Updated Service Credit Transfer USC ** Annuity Increase 20 Year/Any Age Ret. Vesting Contribution Rates Normal Cost Rate Prior Service Rate Retirement Rate Supplemental Death Rate Total Rate Unfunded Actuarial Liability Amortization Period Funded Ratio Phase -In Total Rate Plan Change Study 00302 Corpus Christi Proposed Plans GRID 2018 For Informational Purposes Only Effective Date - January 1, 2018 Report Date - August 30, 2017 Current 6.00% 2 to 1 0% No 0% Yes 5 years 2018 4.70% 5.68% 10.38% 0.00% (None 10.38% $67,084,844 25 years 90.8% N/A 1 6.00% 2 to 1 , 100%V No 70%/ Yes 5 years 2018 4.70% 6.40% 11.10% 0.00% (Nip 11.10%V $75,895,089 25 years 89.7% N/A **This is the addition to the Initial Prior Service Rate for USC for transfers. There were 59 eligible transfer employees on the valuation date. 1/1 Projection of Valuation Results-Pension Only 302, Collptirs Clifisti Summary of Proposed Benefit Provisions Employee Contribution Rate 6,00% USC 100%Ad Hoc without Transfer Employer Match Rate 2-1 COLA 70Y.Ad Hoc Vesting 5 years Retirement Eligibility Age 60 with 5 years of service or 20 years of service Projection Results CalondarYear 2017 2018 2019 2020 2021 2022 2023 2024 Full Rate 11.29% 11,10% 11.04% 10.98% 1093% I0.87% 10.80% 10.73% Estimated ContritmIlon 14,443,325 14,539,742 14,793,755 1S,OS1,761 15,327,833 15,594,297 15,850,232 16,109,692 Funded Ratio 89.7% 90.3% 90.9% 91.5% 92,1% 92.8% 93.5% 94.2% Projected Full Rates 14.007. 12.00% lo.ow/. 2016 2018 2020 2022 2024 Valuation as of December 31, ------------- Projected Funded Ratios 120% 100% - 90% 80% 70% 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Valuation as of December 31, 8/30t2017 Gabriel,Roeder,Smith&Co, Projection of Valuation Results-Pension Only 302, Coipus Christi Summary of Proposed Benefit Provisions Employee Contribution Rate 15.00% USC Yearly 1001%Ad Hors without Transfer Employer Match Rate 2-1 CCU Yearly 70%Ad Hors Vesting 5 years Retirement Eligibility Age 60 with 5 years of service or 20 years of service Projection Results Calendar Year 2017 2018 2019 2020 2021 2022 2023 2024 Full Rate 11.28% 11,10% 12.16% 13.31% 14.45% 15.57% 16.67% 17.74% estimated Contribution 14,443,325 14,539,742 16,294,571 18,245,805 20,264,153 22,337,001 24,465,127 26,634,290 Funded Ralla 89.7% 88,810 87,7% 86.8% 86.1% 85.5% 8511% 84.8% Projected Full Rates 24.00% 22.00% 20.00% 18,00% 16m% 14.001A 12.001/. 10.001/. 8.009; 2016 2019 2020 2022 2024 Valuation as of December 31, ---------- Projected Funded Ratios 110% 100% 90% 80% 707. 60% 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Valuation as of December 31, 9/30/2017 Gabriel,Roeder,Snifth&Co. SC O� Va. v AGENDA MEMORANDUM ryOORPOBPIEO Public Hearing and First Reading for the City Council Meeting of December 12, 2017 1852 Second Reading for the City Council Meeting of December 19, 2018 DATE: October 25, 2017 TO: Margie C. Rose, City Manager FROM: William J. Green, P.E., Interim Director, Development Services Department BiIIG@cctexas.com (361) 826-3268 Street Right-of Way Closure at South San Juan Street and Bluntzer Street CAPTION: Ordinance closing, abandoning and vacating a 0.014 acre parcel of public right-of-way, portion out of Los Angeles Hills, Block 1, Lots 38, 39, 40, 41, 42, 43, 44, and 45, a map of which is recorded in Volume 4, Page 26, Map Records of Nueces County, Texas and requiring the owner, Corpus Christi Produce Company, Inc., to comply with specified conditions. PURPOSE: The purpose of this ordinance is to close, abandon and vacate a 0.014 acre of street right-of-way, portion out of Los Angeles Hills, Block 1, Lots 38, 39, 40, 41, 42, 43, 44, and 45, a map of which is recorded in Volume 4, Page 26, Map Records of Nueces County, Texas and requiring the owner, Corpus Christi Produce Company, Inc., to comply with specified conditions. BACKGROUND AND FINDINGS: Corpus Christi Produce Company, Inc., (Owner) is requesting the closure, abandonment and vacation of 0.014 acre of street right-of-way, portion out of Los Angeles Hills, Block 1, Lots 38, 39, 40, 41, 42, 43, 44, and 45, a map of which is recorded in Volume 4, Page 26, Map records of Nueces County, Texas, located on South San Juan Street and Bluntzer Street. The abandonment and vacation of the public street right-of-way is being requested because an existing building encroaches into both right-of-ways. The Owners have been advised of and concur with the conditions in regards to the public street right-of-way and the recording and filing of the ordinance. ALTERNATIVES: Denial of the public street right-of-way closure. This will adversely impact the Owner's ability to move forward with future sale 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(c). 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 street abandonment. FINANCIAL IMPACT: ❑ Operating o Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: Expenditures Future 2017-2018 (CIP only) Current Year Years TOTALS Line Item Budget Encumbered / Expended Amount This item $610.00 $610.00 BALANCE $610.00 $610.00 Fund(s)- Comments: None RECOMMENDATION: Staff recommends approval of the public street right-of-way 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 public street right-of-way 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. The Maintenance responsibilities for the vacated public street right-of- way reverts to Corpus Christi Produce Company, Inc., (Owner). c. Failure to comply with all the conditions outlined in this Ordinance within 180 calendar days will hereby make the Ordinance null and void. LIST OF SUPPORTING DOCUMENTS: Ordinance with Exhibits Power Point Presentation Ordinance closing, abandoning and vacating a 0.014 acre parcel of public right-of-way, portion out of Los Angeles Hills, Block 1, Lots 38, 39, 40, 41, 42, 43, 44, and 45, a map of which is recorded in Volume 4, Page 26, Map Records of Nueces County, Texas and requiring the owner, Corpus Christi Produce Company, Inc., to comply with specified conditions. WHEREAS, Corpus Christi Produce Company, Inc., ("Owner") has requested the closure, abandonment and vacation of a 0.014 acre parcel of public right-of-way, portion out of Los Angeles Hills, Block 1, Lots 38, 39, 40, 41, 42, 43, 44, and 45, a map of which is recorded in Volume 4, Page 26, Map Records of Nueces County, Texas; WHEREAS, with proper notice to the public, a public hearing was held on Tuesday, December 12, 2017, during a meeting of the City Council, during which all interested parties and citizens were allowed to appear and be heard; WHEREAS, a one-time fair market value payment shall be required in accordance with Corpus Christi Code, Sec. 49-12(c) and; WHEREAS, it has been determined that it is feasible and advantageous to the City of Corpus Christi to close, abandon and vacate the subject portion of a 0.014 acre parcel of public right-of-way, portion out of Los Angeles Hills, Block 1, Lots 38, 397 407 417 427 437 44, and 45, a map of which is recorded in Volume 4, Page 26, Map Records of Nueces County, Texas, 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 Corpus Christi Produce Company, Inc., ("Owner"), a 0.014 acre parcel of public right-of-way, portion out of Los Angeles Hills, Block 1, Lots 38, 397 407 417 427 437 44, and 45, a map of which is recorded in Volume 4, Page 26, Map Records of Nueces County, Texas, located on South San Juan Street and Bluntzer Street, is closed, 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 & C," which is a metes and bounds description of the subject portion, Exhibit "B & D," which is a field notes map, and Exhibit "E & F," which is a location map are attached to and incorporated in this ordinance by reference as if each were fully set out herein in their entireties. SECTION 2. The closing, abandonment and vacation of the public street right-of-way described in Section 1 of this ordinance is expressly conditioned upon the Owners' compliance with the following requirements: a. Payment of the fair market value be made in the amount of$610.00. b. Upon approval by the City Council and issuance of the ordinance, all grants of public street right-of-way closures must be recorded at the Owners' expense in the real property Official Deed and Map Records of Nueces County, Texas, in which the affected property is located, with a copy of the recording provided to the City. c. Failure to comply with all the conditions outlined in this Ordinance within 180 calendar days will hereby make this Ordinance null and void. SECTION 3. The Maintenance responsibilities for the vacated public street right-of-way reverts to Corpus Christi Produce Company, Inc., (Owner). That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20 , by the following vote: 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 , 20 , 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 , 2018. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor URBAN ENGINEERING Job No. 43183.0000 September 18, 2017 Exhibit A 0.001 Acre Tract STATE OF TEXAS COUNTY OF NUECES Fieldnotes, for a 0.001 Acre, Right-of-Way Closure, being a portion of South San Juan Street, as shown on the recorded plat of Los Angeles Hills,a map of which is recorded in Volume 4,Page 26,of the Map Records of Nueces County,Texas; the said 0.001 Acre Tract being more fully described as follows: Beginning, at a 5/8 Inch Iron Rod with plastic cap stamped "URBAN ENGR curx,'Found, on the East boundary of Lot 46, Block 1,Los Angeles Hills,a map of which is recorded in Volume 41, Pages 5-6,Map Records of Nueces County, Texas, the South boundary of the said South San Juan Street, for Northwest corner of Lot 45, Block 1, of the said Los Angeles Hills; Thence,North 01'15'42" West, with the common line of the said South San Juan Street and said I.ot 46, 0.55, to a 5/8 Inch Iron Rod with plastic cap stamped 'URBAN ENGR CC TX" Set, for the Northwest comer of this Tract; Thence, North 88'44'18" East, over and across the said South San Juan Street, 77.90 Feet, to a 5/8 Inch Iron Rod with plastic cap stamped"URBAN ENGR CC TX" Set, for the Northeast corner of this Tract; Thence, South 01°15'42" East, 0.55 Feet, for the Southeast corner of this Tract; Thence, South 88144'18" West,at 2.90 Feet pass the Northeast corner of the said Lot 45, frorn Whence, a 5/8 Inch Iron Rod with plastic cap stamped "URBAN ENGR CCTX" Found, for the Southeast corner of Lot 33, of the said Los Angeles Hills, bears South 01'15'42" East, 325.00 Feet, in all a distance of 77.90 Feet, continuing with the common line,to the Point of Beginning, containing 0.001 Acres(43 SqFt)of Land, more or less. Grid Bearings and Distances shown hereon are referenced to the Texas Coordinate System of 1983, Texas South Zone 4205, and are based on the North American Datum of 1983(2011) Epoch 2010.00. Unless this fieldnotes 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 ref tract described herein. F RBAN IN RING A A SS\ S tj FA James D. Carr, R.P.L.S. License No. 6458 S:\Sui-veying\43183\B700\OFFICE\METES AND BOUN DS\M B43183 000020170913EX H I BIT—A.Docx Page I of I OFFICE: (361)854-3101 2725 SWANTNER DR. • CORPUS CIIRISTI,TEXAS 78404 FAX(361)854-6001 TBPE Firm# 145 •TBPI,S Firm# 10032400 laza LINE BEARING DISTANCE Los AnPgeles Hills Ll N 0 1°15 42 wW—0.55 0 L2 N 8 8*471 8rE—77.90 Vol. 4, Pg. 26, Map L3 S01'15'42"E 0.55' o Records of Nueces County, Texas L4 S88*471-8-w—W 77—.9-0-r n- L5 N88-47-18wE-12.90 11-6 S88-44-18-W 12.90- 1 V) 0 0 5/8 Inch Iron Rod stamped Right—of—Way Closure South Son Juan Street "URBAN ENGR CCTX" Found0.001 Acres (30' R.O.W.) 0 5/8 Inch Iron Rod stamped 43sf Vol. 4, Pg. 26, M.R.N.C.T. "URBAN ENGR CCTX" Set L2 01 Inch Iron Pipe Found L4 2.90' 5/8 Inch Iron Rod Found "Point of Beginning"L, 1/2 Inch Iron Rod Found 0.001 Acre Tract CN U) F7 Mr 0(7) X X 0 (o 41) U) U) C� C4 0- T- 71 0 (D(D U Qc)U Cf)(N C14 a) Ln 0 d- N- 6) M U) < C4 E0- -- Fn< 0 0 X U) LC) V) 0 o 0 0 0) -,-5O 0 0Q~ J > U) Uro > 'n Cn� — 0 0 U U -Y T 0 0 Cn Ln Q) U) 00 vi Q) �0 n 0 V) 0 0 o U) CC) > -0 0 (Y S88*44'18"W 75.00' Ln C11d rq Exbibit B 60 40 20 0 40 80 EMEM limmossimism Graphic Scale Stetcb to Accom,2anLl 1"=40' FIELDNOTES for a 0.001 Acre, DATE: Sept. 7, 2017 Right—of—Way Closure, being a portion of SCALE: 1-=40' South San Juan Street, as shown on the URBAIN JOB NO.: 43183.00.00 recorded plat of Los Angeles Hills, a map ENUNEER NG SHEET- 1 of 2 of which is recorded in Volume 4, Page TBPS":RM NO.145,TBPLS M NO.10032400 a 2725 SWAB OR,CORPUS 0IRSU,TX 78404 26, of the Map Records of Nueces PHONE 3M54310 WMURBANLNG.CM DRAWN BY: XG County, Texas. urbansurveyl@urbaneng.com 02017 by Urban Engineering �1 URBAN ENGINEERING Job No. 43183.0000 September 18,2017 Exhibit C 0.013 Acre Tract STATE OF TEXAS COUNTY OF NUECES Fieldnotes, for a 0.013 Acre, Right-of-Way Closure, being a portion of Bluntzer Street, as shown on the recorded plat of Los Angeles Hills,a map of which is recorded in Volume 4,Page 26,of the Map Records of Nueces County, 'Texas; the said 0.013 Acre Tract being more fully described as follows: Beginning, on the South boundary of the South San Juan Street,the West boundary of the said Bluntzer Street, for the Northeast corner of Lot 45, Block 1, of the said Los Angeles Hills and the Northwest comer of this Tract, from Whence, a 5/8 Inch Iron Rod with plastic cap stamped "URBAN ENGR CCTX" Found, for the Northwest corner of the said Lot 45, bears South 88'44'18" West, 75.00 Feet; Thence, North 88'44'18" East, over and across the said Bluntzer Street, 2.90 Feet, for the Northeast corner of this Tract; Thence, South 01°15'42" East, 200.00 Feet, to a 5/8 Inch Iron Rod with red plastic cap stamped 'URBAN ENGR CC TX" Set, for the Southeast corner of this Tract; Thence, South 88'44'18" West,2.90 Feet,to a 5/8 Inch Iron Rod with red plastic cap stamped 'URBAN ENGR CC TX" Set,for the Southeast corner of Lot 38, Block 1, of the said Los Angeles Hills and the Southwest corner of this 'Tract, from Whence, a 5/8 Inch Iron Rod with plastic cap stamped "URBAN ENGR CCTX" Found, for the Southeast corner of Lot 33,of the said Los Angeles Hills, bears South 01°15'42" East, 125.00 Feet; Thence, North 01'15'42" West, 200.00 Feet, with the West boundary of the said Bluntzer Street, to the Point of Beginning, containing 0.013 Acres(580 SqFt)of Land, more or less. Grid Bearings and Distances shown hereon are referenced to the Texas Coordinate System of 1983, Texas South Zone 4205, and are based on the North American Datum of 1983(2011) Epoch 2010.00. Unless this I teldnotes description,including preamble,seal and signature,appears in its entirety, in its original form, surveyor assumes no responsibility for its accuracy.Also reference ticcotnj)anying sketch of tract described herein. -Pe RBAN ENC I 'ET G ES James D. Carr, R.P.L.S. License No. 6458 S:\Surveyitig\43183\B700\OFFICE\METES AND BOU N DS\MB43183 000020170913. EXFI I B IT—C.Docx Page I of ] OFFICE: (361)854-3101 2725 SWANTNER DR. * CORPUS CHRISTI,TEXAS 78404 FAX(361)854-6001 T'BPE Firm 11 145 *1'BPLS Firm# 10032400 laza LINE BEARING DISTANCE Los AnPgeles Hills Ll N 0 1°15 42 wW—0.55 0 L2 N 8 8*471 8rE—77.90 Vol. 4, Pg. 26, Map L3 S01'15'42"E 0.55' o Records of Nueces County, Texas L4 S88*471-8-w—W 77—.9-0-r n- L5 N88-47-18wE-12.90 11-6 S88-44-18-W 12.90- 1 V) 0 0 5/8 Inch Iron Rod stamped South Son Juan Street "URBAN ENGR CCTX" Found *Point of Beginning* (30' R.O.W.) 0 5/8 Inch Iron Rod stamped 0.013 Acre Tract L5 Vol. 4, Pg. 26, M.R.N.C.T. "URBAN ENGR CCTX" Set O1 Inch Iron Pipe Found S88*44'18"W 75,00' 5/8 Inch Iron Rod Found LO 1/2 Inch Iron Rod Found CN 4D 0 0 X 0 0 C) 0 0 0 (o 0- C14 C14 2- -1ZQ T- 70, W 0 st C4 V)CIQ 04 U) (D ED N V) 6) m 0 0 Eo- — U) < M< X U) 0 > V) QO 0 Z C/) o --j 0 0 -,-5 0 0 > V, > U, Cn -0 ""Right—of—Way Closure -0 0 0 U 0.013 Acres U- -Y T 0 Q) 0 1 0 0�� 580sf 0 Cn Ln U) cc vi �0 0 V) 0 -o U) cc > -0 0 Li L6 Ln V) S88*44'18"W 75.00' Ln C11d rq Exbibit D 60 40 20 0 40 80 EMEM limmossimism Graphic Scale Stetcb to Accom,2anLl 1"=40' FIELDNOTES for a 0.013 Acre, DATE: Sept. 7, 2017 Right—of—Way Closure, being a portion of SCALE: 1-=40' Bluntzer Street, as shown on the URBAIN JOB NO.: 43183.00.00 recorded plat of Los Angeles Hills, a map ENUNEER NG SHEET- 1 of 2 of which is recorded in Volume 4, Page TBPS":RM NO.145,TBPLS M NO.10032400 a 2725 SWAB OR,CORPUS 0IRSU,TX 78404 26, of the Map Records of Nueces PHONE 3M54310 WMURBANLNG.CM DRAWN BY: XG County, Texas. urbansurveyl@urbaneng.com 02017 by Urban Engineering �1 Leopard Street u (' E u Mesti a c u o Q _ — W 6 ° cz 0 m arch/omo cc Q) m a Li an E CL Westgate !I Up River Road Park j Cemetery----- Comanche ranada r---- -- ----~------ Howard ---r ---- ® I Caldwell , i i t e Mu sett N,HH,HH,HxH„N4MxH4,HI{H1,f4,„4,HHH1H4H,4HH„HHVHHHHH4 W IlNN i i Q N� HHH H H,HH f HHH H.H,HViHN,HHHHV�HN,H,IHHV�HH,H,f4H,V1,N„HHVHIH, x„HH q.4 Pur) Agnes 5tree Marguerite 00 Mary ° 0 a 0) Morris = U o °Q' a c) Coleman —' 0 o (D (D cn W W Lj- r- a Ruth N N N d M ------------- --------- eadow o r�o� Wig ins Park i Par -----------� ----- Buford i i Location DATE: Sept. 7' 2017 URBAN SCALE: 1-=40' JOB NO.: 43183.00.00 NU NEER NG SHEET- 2 of�/2t TBPE MRM NO.145.TBPL,uRRM NO.10032400 DRAWN B 1° /i V 2725 SWANTNER SSB,CORPUS OIRgSVO,V%78404 PHONE WtS54.310 WWW,U6d63AeREVdf'.C;4m9 urbansurveyl@urbaneng.com 02017 by Urban Engineering Leopard Street u (' E u Mesti a c u o Q _ — W 6 ° cz 0 m arch/omo cc Q) m a Li an E CL Westgate !I Up River Road Park j Cemetery----- Comanche ranada r---- -- --~--- Howard — r ---- Caldwell , J t ... � Mu sett cocn „H,HH, H„HH,xH4,H„H„,4,,,4,HHN,H4H,4„H„HH4H,4„H __j i i Q N� HHH H H,HH f HHH H.H,HViHN,HHHHV�HN,H,IHHV�HH,H,f4H,V1,N„HHVHIH, x„HH q.4 Pur) Agnes 5tree Marguerite Mary ° 0 a m Morris = U o °�' a C) Coleman —' 0 a o a) (D cn N N O N h ) N W W G a Ruth N N N d m ------------- ------ eadow o r�o� Wig ins Park �� `� Par ------------ ----- Buford i i Location DATE: Sept. 7' 2017 URBAN SCALE: 1-=40' JOB NO.: 43183.00.00 NU NEER NG Sp T: 2 of�/2t TBPE MRM NO.145.TBPL,uRRM NO.10032400 D R A BY:° /i V 2725 SWANTNER USB,CORPUS CG1MV,V%78404 PHONE MtS54.310 WMURBANLNG'.C;Cm9 urbansurveyl@urbaneng.com 02017 by Urban Engineering Street Right-of-Way Closure for Los Angeles Hills, Block 1, Lots 38, 39, 40, 41, 42, 43, 44, and 45 City Council Presentation December 12, 2017 Aerial Overview Proposed public street right-of- way closure Vicinity Map LINE BEARING DISTANCE LI N0115'42'14 L2 N88"44'18"E 77.90' L3 501"15'42"E 0.55' L4 588'44'18"W 77.90' L5 N58'44'18'E 2.90' L6 588'44'18"W 2.90' • 5/8 Inch Iron Rod stamped "URBAN'. ENOR CCTX` FG-Jnd 5/8 Inch Iron Rest stamped "URBAN ENGR CCTX' Set ▪ 1 Inch Iron Pipe Fond ▪ 5/8 Inch Iron Rod Found • 1/2 Inch Iron Rad Found ,' Right–o=-Way Closure 0.001 Acres 43s' '7 L4 spinning'_,_ Tract Los. t. flTy 0.55' wide X 77.90' long N Proposed public street right-of- way closure 2.90' wide X 200.00' long Staff Recommendations Staff recommends: • Approval of the proposed public street right -of way closure. SC o� � AGENDA MEMORANDUM 1 sl Reading Ordinance for the City Council Meeting of December 12, 2017 NORPOflP�E2nd Reading Ordinance for the City Council Meeting of December 19, 2017 1852 DATE: November 10, 2017 TO: Margie C. Rose, City Manager FROM: Keith Selman, Assistant City Manager KeithSea-cctexas.com (361) 826-3898 Ordinance creating restrictions for Barge Dock Parking CAPTION: Ordinance adding Chapter 53, Section 178 "Barge Dock Parking" to the Corpus Christi Code of Ordinances to prohibit parking at barge dock from 6:00 p.m. to 6:00 a.m.; and providing an effective date, for severance, for penalty and for publication. PURPOSE: The purpose of this item is to create restrictions on the Barge Dock to manage after- hour access. BACKGROUND AND FINDINGS: There is a long-standing issue on Shoreline Boulevard regarding vehicles with after- market modifications creating negative tourist experiences for the hotels along Shoreline and physical damage to city property. The common perception is that there is speeding and street racing however, a speed trailer and three-week street racing operation conducted in 2016 found that there was not flagrant illegal activity occurring. Staff has worked with Shoreline stakeholders for the past year to develop solutions that address the specific issues impacting each of the stakeholders. This item addresses one of those specific issues, abuse of the Barge Dock. The Barge Dock at the end of Shoreline Boulevard provides parking for the American Bank Convention Center and Art Museum of South Texas. After the regular hours of operation, the Barge Dock is sometimes utilized for activities not intended. As a result, the Art Museum of South Texas incurs damage on a regular basis, including broken windows, false security alarms, and tire burns. Since this damage occurs after hours, it is difficult to catch those responsible. After evaluating options, it was determined that gates could be installed to limit vehicular access to regular business hours. An ordinance is needed to create enforceable restrictions to vehicular access. Signage will also be installed. The vehicular restriction is proposed from 6:00 PM to 6:00 AM. The Barge Dock will still be accessible by foot to those who utilize the structure for nighttime fishing. The Art Museum of South Texas and SMG will still be able to utilize the Barge Dock for special event parking. The Barge Dock also serves as a component of the Seawall Protection System, funded by the Type A Seawall Sales Tax. Currently there is a project in the works for improvements to the Barge Dock that will protect the integrity of the structure and address maintenance issues. Additional improvements, such as wheel stops, will be added in this capital project. ALTERNATIVES: Staff considered including the gates as part of the Type A Seawall project, but delays in the timeline created need for the gates and curfew to move forward in advance. OTHER CONSIDERATIONS: Not Applicable. CONFORMITY TO CITY POLICY: Not Applicable. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Police, Legal, Traffic Engineering FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s)- Comments: Not Applicable. RECOMMENDATION: Staff recommends approval of the ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance — Barge Dock Vehicular Curfew Presentation — Barge Dock Issues Ordinance adding Chapter 53, Section 178 "Barge Dock Parking" to the Corpus Christi Code of Ordinances to prohibit parking at barge dock from 6:00 p.m. to 6:00 a.m.; and providing an effective date, for severance, for penalty and for publication. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. Chapter 53 of the Corpus Christ Code of Ordinances is revised to add section 53-178 to read as follows: Sec. 53-178. — Per e Code Perlclin (e} No person shell �erl4c e vehiicle et the here docl4c perl4clin lot between the hours 6:00 p.irn. to 6:00 e.im., except_d_urji_n. speciiel events. (b} The her e docl4c �erl4clin lot lis desk neted es e tow-away gone between the hours 6:00 p.irn. to 6:00 e.im. i/ehlicles ere not to be towed duriin, speciiel events. (c� perl4clinq slim lis re�uliredursuent to Sectlion 53-176. SECTION 2. This ordinance takes effect after official publication. SECTION 3. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision hereof be given full force and effect for its purpose. SECTION 4. Penalties are as provided in Section 53-41 of the Code of Ordinances. SECTION 5. Publication shall be made one time in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. Page 1 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20177 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 , 20177 by the following vote: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Debbie Lindsey-Opel PASSED AND APPROVED on this the day of , 2017. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor Page 2 Barge Dock Parking Restrictions Council Presentation December 12, 2017 Overview • Ordinance to Establish Restrictions for Barge Dock Parking • 6PM-6AM • Includes Barge Dock Gates • Includes Posted Signage • Operated by SMG • Still available for special events at ABC and Art Museum • Still accessible to fisherman at night Damage to Art Museum Damage to Barge Dock Damage to Barge Dock Location of Gates SC v AGENDA MEMORANDUM /ryCORPOR 1First Reading Ordinance for the City Council Meeting of December 12, 2017 1852 Second Reading Ordinance for the City Council Meeting of December 19, 2017 DATE: October 10, 2017 TO: Margie C. Rose, City Manager FROM: Fred Segundo, Director of Aviation Fred Sa-cctexas.com (361) 289-0171 ext. 1213 Authorize lease agreement with Sterling Air Service, LLC for hangar, office and parking space at Corpus Christi International Airport for operation of flight school facility. CAPTION: Ordinance authorizing the City Manager, or designee, to execute a 36-month lease agreement, with two 12-month options to extend, with Sterling Air Service, LLC, for the use and development of aeronautical facilities and property at the Corpus Christi International Airport upon payment of the monthly lease amount. PURPOSE: The agreement sets out the terms and conditions between Corpus Christi International Airport (CCIA) and Sterling Air Service to allow Sterling Air Service to lease approximately 48,754 square feet of hangar, office parking spaces and undeveloped land at 402 Hangar Lane. The leased airport property will be used for the operation of a flight school and installation of self-fueling tanks for use by Sterling aircraft. BACKGROUND AND FINDINGS: Sterling Air Service, LLC has developed plans to operate a full-time flight school at CCIA. The flight training school will be a collaboration between Del Mar College and Sterling Air Service which operates AeroSavvy Aviation. Sterling Air currently has a separate facility at the airport which provide private charter, cargo and medical transport services in the South Texas area including air transportation for Driscoll Children's Hospital. AeroSavvy, a leading pilot training school, conducts training that includes all requirements for Federal Aviation Administration's (FAA) Part 141 approval as well as Del Mar College standardized training curriculum. The subject airport property includes office and hangar space previously constructed and leased by Lanmon Aerial Photography Services. After the term of the lease, the Lanmon property reverted to the City as previously approved by the City Council. Sterling Air Service will pay a fair market monthly rental fee of $2,637.50 as determined by the independent appraisal firm, Aviation Management Consulting Group (AMCG). ALTERNATIVES: No viable alternative exists. OTHER CONSIDERATIONS: N/A EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Legal Financial Services Management and Budget FINANCIAL IMPACT: ❑ Operating ® Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2017- Expenditures 2018 (CIP only) Current Year Future Years TOTALS Line Item Budget $9,360,000 $9,360,000 Encumbered / Expended Amount 0 0 This item (additional revenue) $31,650 $31,650 BALANCE $9,391,650. $9,391,650 Fund(s): Airport Fund -4610 Comments: None RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Lease Agreement with Exhibits Form 1295 Ordinance authorizing the City Manager, or designee, to execute a 36- month lease agreement, with two 12-month options to extend, with Sterling Air Service, LLC, for the use and development of aeronautical facilities and property at the Corpus Christi International Airport upon payment of the monthly lease amount. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager, or designee, is authorized to execute a 36-month lease agreement, with two 12-month options to extend, with Sterling Air Service, LLC, for the use and development of aeronautical facilities and property at the Corpus Christi International Airport upon payment of the monthly lease amount, in accordance with the lease agreement. SECTION 2. The lease agreement is effective upon approval of the City Council and execution by the City Manager or designee. The foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20177 by the following vote: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Debbie Lindsey-Opel The foregoing ordinance was read for the second time and passed finally on this the day of 2017, by the following vote: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Debbie Lindsey-Opel PASSED AND APPROVEDthis the day of , 2017 CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor LEASE AGREEMENT BETWEEN THE CITY OF CORPUS CHRISTI AND STERLING AIR SERVICE, LLC FOR AERONAUTICAL RELATED SERVICES This lease agreement("Lease")is made by and between the City of Corpus Christi ("City"), acting by and through its City Manager or designee ("City Manager"), and Sterling Air Service, LLC ("Lessee"), a Texas limited liability company. WHEREAS, the City owns the Corpus Christi International Airport ("Airport") located in the city of Corpus Christi, Nueces County, Texas, and has authority to lease land and improvements at the Airport; WHEREAS, the Airport is managed by the Director of Aviation ("Aviation Director"); WHEREAS, the parties desire to enter into this Lease for land and improvements, to include use of office space, hangar space, vehicle parking spaces, and aircraft parking spaces for the purpose of facilitating the provision of Lessee's aeronautical activities; and, NOW, THEREFORE, in consideration of the terms, conditions, and mutual covenants contained in this Lease, the Parties agree as follows: Section 1. Premises. City leases to the Lessee the real property and existing improvements as depicted in the attached Exhibits A, B and C ("Premises"), such exhibits being incorporated by reference into this Lease as if fully set out here in their entireties, and which is physically located at 402 Hangar Lane, Corpus Christi, Texas. The Premises is generally described as follows: approximately 2,400 square feet of office space; approximately 4,200 square feet of hangar space; approximately 3,633 square feet of vehicle parking space including 16 parking spaces of both covered and uncovered parking; approximately 10,010 square feet of apron for aircraft parking; and approximately 81 square feet of storage space; and (ii)for the Lessee's self-service fueling facility, approximately 2,000 square feet of undeveloped aeronautical land for the purpose of constructing a self-service fueling facility; and 10,500 square feet of apron for aircraft parking located within the Airport operations area (AOA) adjacent to an existing aircraft wash facility. Section 2. Term. A. The term of the Lease is 36 months, commencing upon approval of the City's City Council and execution by the City Manager("Effective Date"). This Lease contains two 12-month option periods to extend, exercisable by mutual consent and in writing by the Lessee and Director. B. Construction of the fuel farm by Lessee must commence no later than four months following the City Manager's execution of this Lease and must be completed within six months following commencement, unless Lessee has demonstrated substantial progress, has requested an extension in writing, which extension shall be at the sole discretion of the Aviation Director, and which extension has been approved in writing. If construction has not commenced and/or construction is not completed within the timeframes identified and no extension has been granted, the Lease for this 2,000 square foot portion of the Premises will be automatically terminated without the necessity of further action by either party. If construction has commenced and is not completed, Lessee is solely responsible for restoring the affected Premises to its original condition within 30 days. Failure of Lessee to do so will be considered a default under the terms of this Lease. Section 3. Intentionally deleted. Section 4. Rent. A. So long as Lessee continually uses the entire Premises solely for Lessee's aeronautical use, annual rent for the Premises is as set out in Exhibit B and C and as shown below: 1. Lease Rate During Renovation and Newly Developed Improvements—The land lease rate will be the then current land lease rate established for the affected parcels and identified in Exhibit B and C commencing on the Effective Date. From the Effective Date through the date of issuance of a certificate of occupancy by the City for improvements to the office space, the rental rate is 50% of the then current lease rate established for the affected parcels. The discounted rate will apply for the office space identified a maximum of 160 days from the Effective Date or until a certificate of occupancy is issued by the City, whichever is sooner. From the Effective Date until completion of the fuel farm as evidenced by a certificate of completion by the contractor, the rental rate is 50% of the then current rental rate established for the affected parcel. The discounted rental rate for the fuel farm applies for a maximum of 10 months following the Effective Date or the date of the certificate of completion by the contractor, whichever is earlier. 2. Office Lease Rate — The office lease rate is the rate according to the most recent appraisal rent schedule by square foot for the affected parcel. The initial rate is the rate identified in Exhibit B and C. 3. Covered/Uncovered Parking (to include the walkways)—The land lease rate is the rate published in the most recent appraisal rent schedule by square foot for the affected parcel. The initial rate is the rate identified in Exhibit B and C. 4. Undeveloped Land Rate — The undeveloped land lease rate is the rate according to the most recent appraisal rent schedule by square foot for the affected parcels. The initial rate is the rate identified in Exhibit B and C. 5. Hangar Rate—The hangar lease rate is the rate according to the most recent appraisal rent schedule by square foot for the affected parcel. The initial rate is the rate identified in Exhibit B. 6. Apron Rate — The apron lease rate is the rate according to the then-current apron lease rate. The initial rate is the rate identified in Exhibit B and C. 7. Fuel Flowage Fee—The fuel flowage fee is the per gallon rate of$.0625 and the Airport Director reserves the right to amend as needed. Fuel flowage fees are assessed per gallon whenever fuel is dispensed into the fuel tanks and is due and payable within 30 days of the invoice date. B. The initial monthly payment is due on the Effective Date of this Lease, and subsequent lease payments of 1/121h of the annual amount are due on the first day of each month following the expiration of the initial month of the Lease. Lessee may choose to pay the annual lease amount due for the term of the Lease or, upon a valid exercise, for any exercised option period in advance at any time. Notwithstanding the lease rates set out in Exhibit B, the lease amounts are subject to adjustment under subsections C and D of this section. Page 2 of 16 C. Lease rates for all Airport real properties are adjusted on approximately a five year cycle and based on a fair market appraisal conducted by the City. The next appraisal is scheduled to be completed on or about March 2018. The City reserves the right to adjust the rent in accordance with its adopted policy or Federal Aviation Administration ("FAA") requirements. For purposes of determining the fair market value by appraisal, the values determined by the appraiser will be final. D. Adjusted lease rates are effective 60 days following written notice. E. If Lessee desires to make any modifications or to construct new improvements to the Premises, Lessee may do so at its sole expense. Lessee must provide a written request to the Aviation Director in advance for written approval prior to any work being performed along with a completed set of plans and specifications and the name of the contractor and subcontractors. Approval or disapproval will be provided in writing to Lessee by the Aviation Director within 30 calendar days of Lessee's full and complete submission. Upon approval, Lessee may be authorized to proceed with the improvements at Lessee's sole expense and risk, subject to compliance with any additional insurance, permitting, or other requirements necessary to be imposed on the project. The City reserves the right to have the Premises, or any portion thereof, returned to its original condition at the termination of this Lease, normal wear and tear excepted, at Lessee's sole expense. Before commencing any new improvement, modification, work or equipment installation on the Premises, Lessee shall procure and maintain and shall require all contractors and subcontractors to procure and maintain insurance of the types and levels as determined by the City's Risk Manager. for the duration of the approved project. Section 5. City and Lessee Representatives. The Aviation Director is the City's representative to receive all rent, notices, and reports due under this Lease. The contact person for the Lessee is Shawn Morgan. Section 6. Use of Premises. A. Lessee shall have the right to use and occupy the Premises solely for the operation of Lessee's aeronautical services and shall use the Premises for no other purpose without the prior written consent of the Aviation Director. B. Lessee may not use or occupy, permit the Premises to be used or occupied, nor do or permit anything to be done in, on, or at the Premises in a manner that would, in any way, void or make voidable any insurance then in force with respect to the Premises or operations at the same or that would make it impossible to obtain the insurance required to be furnished by Lessee under this Lease. C. Lessee will not make any unlawful use of the Premises nor permit any unlawful use thereof and will not commit, or permit anyone else to commit, any act which is a nuisance or annoyance to the City or adjacent property owners or tenants,or which might, in City's sole judgment, appreciably damage City's goodwill or reputation or tend to injure or depreciate the value of the Premises or any improvements located thereon. Lessee will comply with all terms and conditions contained in the Minimum Standards adopted by the City, as may be amended from time to time. D. City Temporary Use. Lessee acknowledges that the City reserves the right to temporarily use the Premises, at no cost to the City, as a pre- or post-emergency evacuation, storage, or operations facility if deemed necessary by the City Manager. The Lessee also agrees Page 3 of 16 to allow the City to temporarily use the Premises for special events as may be requested in advance and in writing by the Aviation Director. E. City is not required to make any expenditure nor incur any obligation or liability of any kind whatsoever in connection with the financing, construction, maintenance, or repair of the Premises. F. Partial Destruction. If the Premises is partially damaged due to acts of God, fire, or other casualty to the extent that Lessee cannot use that portion of the Premises for its intended purpose, then, at Lessee's option, this Lease may be suspended or terminated until the damage is repaired. If the Lease is suspended, Lessee and City will mutually agree on a time period for Lessee to repair the damages to the Premises. If the Lease is terminated, the rent will be abated from the date of the casualty, provided, however, that Lessee must use its insurance proceeds to repair or replace the damaged Premises. Any remaining insurance proceeds after all repair costs have been expended and the Premises restored will be paid to Lessee. The City Manager is the sole judge of the extent of damage to the Premises. Section 7. Parking. Parking space is available adjacent to the office space, is as shown in Exhibit B, on an exclusive basis and may be used for parking cars and other passenger motor vehicles used by the Lessee and its customers, guests, and patrons and persons or companies doing business with Lessee. Lessee acknowledges that use of the parking space shall fully comply with all of the Airport's rules and regulations for parking and vehicle usage at the Premises and adjacent parking areas and shall require users, customers, patrons, and guests of Lessee to do so as well. Section 8. Signs. Lessee may install City ordinance compliant signs on the Premises at its sole cost; provided, however, that the Lessee has obtained the Aviation Director's prior written consent as to the size, type, design and location of these signs or other corporate identification, which consent shall not be unreasonably withheld or delayed. Section 9. Right to Amend. If the FAA or its successor agency requires modifications or amendments to this Lease as a condition precedent to the granting of funds to the City for Airport improvements, Lessee agrees to consent to the modifications or amendments to the Lease as may be reasonably required, provided, however, Lessee will not be required to pay any increased rent, change the use of the Premises, or accept a relocation or reduction in size of the Premises until Lessee and Airport have fully executed an amendment to this Lease that is mutually satisfactory to both parties regarding any terms or conditions of this Lease affected by said actions of the FAA. Section 10. Subordination to US/FAA Requirements. This Lease is subordinate to the provisions of any existing or future agreement between the City, acting through the Airport, and the United States of America relating to the operation or maintenance of the Airport, where the execution of said agreement(s) is required as a condition to the expenditure of federal funds for the development of the Airport. If the effect of said agreement(s) with the United States, either under this Section 10 or under Section 9 above, is to remove any or all of the Premises from the control of Airport or to substantially destroy the value of the Premises, then this Lease shall terminate immediately without any further obligation on part of City to Lessee. Section 11. Development of Improvements. A. Lessee shall not construct improvements upon the Premises without the prior written approval of the Aviation Director and the City's Director of Engineering Services. Where required Page 4 of 16 by law, approval of the City is subject to the concurrence of the FAA. Any additional improvements must substantially comply with the plans and specifications approved by the City and FAA, if applicable. B. City will provide sufficiently sized infrastructure up to the leased parcels at no cost to the Lessee including water, sewer, electricity, and storm drainage. C. ANY APPROVALS BY CITY UNDER THIS SECTION INCLUDING, BUT NOT LIMITED TO, APPROVALS OF PLANS AND SPECIFICATIONS, INSPECTION OF WORK, DESIGN, OR CONSTRUCTION ARE NOT TO BE CONSTRUED AS A REPRESENTATION, WARRANTY, OR STATEMENT AS TO THE QUALITY, SOUNDNESS, OR SAFETY OF THE DESIGN AND CONSTRUCTION OF ANY OF THE IMPROVEMENTS (INCLUDING, WITHOUT LIMITATION, THE EXISTING IMPROVEMENTS) OR FACILITIES RELATED THERETO. D. When required by the City, Lessee will furnish to the City two sets of complete plans and specifications for improvements other than routine maintenance proposed to be placed or constructed on the Premises, and no work will be done on said improvements without prior written approval of such plans by the City, acting through its Aviation Director and its Director of Engineering Services. E. Upon termination of this Lease, ownership of the improvements constructed by Lessee on the Premises reverts to the City free and clear of all liens, claims, and other encumbrances or adverse interest in the Premises or the Improvements located thereon. F. Notwithstanding Section 11.E, upon termination of this Lease and because of the level of investment required for the fueling facility and the short-term nature of this Lease, the parties agree to the following: 1) The fuel farm investment will be amortized over a 10year period commencing on the date of substantial completion and activation. 2) Lessee will amortize the fuel farm investment on a straight line basis over this period. 3) In the event that the City cancels the Lease for the fuel farm portion for the purpose of leasing the facility to another tenant, City will refund to Lessee the remaining book value of the unamortized fuel farm pro rata for the remaining term. Payment will be made within 30 days following the termination of the Agreement. In no case shall the payment due Lessee be less than the annual amortization amount for the fuel farm. Alternately, the City, at the City's option, may require the Lessee to remove the fuel farm in its entirety; should this option be exercised by the City, no payment would be due to Lessee. 4) In the event Lessee terminates the Agreement prior to the full amortization of the fuel farm investment without the City requesting such termination and Lessee relocates to an alternative facility of equal or greater size on the Airport, the City will refund the remaining book value of the unamortized fuel farm pro rata for the remaining term. Payment will be made within 30 days following the termination of the Lease. In no case shall the payment due Lessee be less than the annual amortization amount. Alternately, the City, at the City's option, may require the Lessee to remove the fuel farm in its entirety; should this option be exercised by the City, no payment would be due to Lessee. Page 5 of 16 5) In the event Lessee terminates the Lease prior to the full amortization of the fuel farm investment without the City requesting such termination and Lessee no longer operates at the Airport, the City will refund to Lessee 50% of the remaining book value of the unamortized fuel farm pro rata for the remainder term. Payment will be made within 30 days following the termination of the Lease. In no case shall the payment due Lessee be less than 50% of the annual amortization amount for the fuel farm.Alternately, the City, at the City's option, may require the Lessee to remove the fuel farm in its entirety; should this option be exercised by the City, no payment would be due to Lessee. Section 12. Lessee's Repair and Maintenance Obligations. A. Premises. Lessee, at its own expense, shall maintain the Premises and improvements in good appearance and in a condition no less than the equivalent condition as of the Effective Date. Lessee shall maintain all leasehold improvements on the Premises (including, without limitation, parking lots, sidewalks, roofs, walls, partitions, floors, ceilings, windows, doors, and glass, and all furnishings, fixtures, and equipment therein). Lessee shall provide janitorial service and maintenance to keep the interior and exterior of the Premises and improvements in a clean, attractive, and sanitary condition at all times. Any landscaping must be well-maintained and kept in a neat and tidy condition by the Lessee. Lessee shall repair any and all damage caused to real and personal property of City occurring on the Premises as a result of the willful or negligent acts or omissions of Lessee, its officers, employees, agents, guests, or invitees. B. Quality of Maintenance. It is the intent of the City and Lessee that the Premises and improvements will be repaired and maintained in a manner that shall keep the improvements in good repair, and in a condition so that said Improvements will be usable at the end of the Lease. Lessee must comply with the maintenance obligations and with all applicable governmental laws, rules, or regulations. The Aviation Director is the sole judge of the quality of Lessee's maintenance, which must be reasonable and consistent with other properties. The Aviation Director may at any time, during City's normal business hours, upon prior notice unless an emergency exists, enter upon the Premises to determine if the maintenance requirements of this Lease are being complied with by Lessee. The Aviation Director must notify Lessee in writing of any default in maintenance or repair. If the required maintenance or repair in the Aviation Director's notice to Lessee is not commenced within 10 business days after receipt of such written notice, or is not diligently prosecuted to completion, the Aviation Director may, but is not obligated to do so, enter upon the Premises and perform the subject maintenance or repair. Lessee agrees to reimburse the Airport for its cost plus a 15% administrative fee within 30 days after the Aviation Director's written demand therefore, together with copies of all paid receipts for such repairs and maintenance. Lessee will develop, within 30 days of execution of this Lease, a preventative maintenance plan regarding the improvements and provide a copy to the Aviation Director. C. Correct Hazards. Lessee must immediately correct or cause to be corrected any hazardous or potentially hazardous condition on the Premises upon knowledge thereof, or after receipt of notice from the Aviation Director. At the Aviation Director's reasonable discretion, the operations in the Premises, or affected portion of the Premises, may be restrained or stopped until the hazardous or potentially hazardous condition is removed or corrected. Section 13. Security. Lessee, its officers, employees, agents, contractors, and invitees must comply with all applicable federal and local security regulations, as the same may be amended. To the extent allowed by law, Lessee covenants to indemnify and hold harmless City, its officers, and employees from any charges, fines, or penalties that may be assessed or levied by the FAA or Transportation Security Administration by reason of the negligent or Page 6 of 16 intentional failure of Lessee, its officers, employees, agents, contractors, or invitees to comply with security regulations, regardless of whether the fine, charge, or penalty is levied against the City or the Lessee. Section 14. CFR Part 77 Requirements. Lessee covenants to comply with the notification and review requirements set out in Part 77 of the FAA Regulations 14 CFR Part 77, as amended, if Lessee plans to construct or modify any structure, antenna, or building located on the Premises or to be constructed on the Premises as an Improvement. Section 15. Control of Structures. Lessee shall not erect nor permit the erection of any structure, antenna, or building, nor permit the growth of any tree on the Premises, which has its highest point above a mean sea level elevation established by FAA and the City as a height limitation on said structure, antenna, building, or object. The City may enter the Premises and remove the encroaching structure, antenna, building, or object without notice and at Lessee's expense plus an additional administrative charge of fifteen percent (15%). Section 16. Aerial Approaches. The Aviation Director may take any action necessary to protect the Airport's aerial approaches against obstruction, including the right to prevent Lessee from erecting or permitting to be erected any building or structure on or adjacent to the Airport which, in the Aviation Director's opinion, would limit the usefulness of the Airport or constitute a hazard to a i rcraft. Section 17. Hazardous Substances and Materials. A. For the purposes of this Lease, "hazardous substance or material" means and refers to one or more of the following: 1) Asbestos; 2) Any substance, material or waste defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act (42 U.S.C. Section 6901, et. seq.); 3)Any substance, material or waste defined as a"hazardous substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. Section 9601, et. seq.); 4) Any substance, material or waste defined as a "regulated substance" pursuant to Subchapter IX of the Solid Waste Disposal Act (42 U.S.C. Section 6991, et. seq.); and 5) Any substance, material or waste which is reasonably considered by the City to pose an actual or potential threat to persons or property in, around, or on the Premises. B. Lessee shall comply with all environmental laws, rules, regulations, orders and permits applicable to the use of the Premises and improvements including, but not limited to, required National Pollutant Discharge Elimination System Permits and all applicable laws relating to the use, storage, generation, treatment, transportation, or disposal of hazardous or regulated substances. Except for the hazardous substances governed by and transported in full compliance with the transportation laws of the state or federal government, Lessee must not knowingly use, store, generate, treat, transport, or dispose of any hazardous or regulated substances, materials, or waste on or near the Premises without the Aviation Director's prior written approval and without first obtaining all required permits and approvals from all authorities having jurisdiction over the Page 7 of 16 operations conducted on the Premises. With the exception of the above-ground fuel tanks to be installed on the 2,000 square foot undeveloped parcel, no other above-ground nor underground fuel storage tanks shall be located or permitted on the Premises. C. If Lessee determines that a threat to the environment including, but not limited to, a release, discharge, spill or deposit of a hazardous substance or regulated substance has occurred or is occurring which affects or threatens to affect the Premises or the persons, structures, equipment, or other property upon the Premises or the Airport, Lessee must immediately notify by oral report in person or by telephone, to be promptly confirmed in writing, the Aviation Director as required by law or regulation. Lessee must cooperate fully with the Aviation Director in promptly responding to, reporting, and remedying a threat to the environment including, without limitation, a release or threat of release of a hazardous or regulated substance into the drainage system, soil, ground or surface water, waters, or atmosphere in accordance with applicable law or as authorized or approved by any federal, state, or local agency having authority over environmental matters. D. Lessee shall keep a readily accessible file of Materials Safety Data Sheets ("MSDS") for each hazardous material or substance on the Premises or transported, in accordance with federal and state transportation laws, which file must be posted and immediately available to any Airport employee who responds to a report of a discharge of a hazardous substance or material on the Premises. Lessee will require any operator of the facilities on the Premises to use best efforts to determine which hazardous substance or material was accidentally discharged and ensure that the MSDS sheet is available for the first responders to the Premises. E. Lessee will cause prompt remediation and the payment of all costs associated with any action or inaction of Lessee that directly or indirectly prevents the City, acting through the Airport, from materially conforming to all then applicable environmental laws, rules, regulations, orders, or permits relating to the Premises. The rights and obligations set forth in this section shall survive the expiration or earlier termination of this Lease. F. Lessee shall furnish to the Aviation Director, within five days of receipt by Lessee, copies of any and all notices or correspondence directed to Lessee or any other party at the Premises from any governmental entity, other entity, or person indicating a violation or possible violation of any laws, rules, or regulations including, without limitation, any law, rule, or regulation regarding hazardous materials or substances (as such term is defined in this Lease). Section 18. Nondiscrimination/Affirmative Action. A. Nondiscrimination—General. Lessee for itself, and as a requirement for any sublessee, their personal representatives, successors in interest, and assigns, as a part of the consideration hereof covenants that: (1) no person on the grounds of race, creed, color, religion, sex, age, national origin, handicap, or political belief or affiliation will be excluded from participation in, denied the benefits of or otherwise be subjected to discrimination in the use of the Premises; (2) in the construction of any improvements on, over, or under the Premises and the furnishing of services thereon, no person on the grounds of race, color, religion, sex, age, national origin, handicap, or political belief or affiliation will be excluded from participation in, denied the benefits of, or otherwise be subject to discrimination; (3) Lessee will cause to the best of its ability the Premises and Improvements to be in compliance with all other requirements imposed by or pursuant to 14 CFR Part 152, Subpart E Non Discrimination in Aid Program and Title VI of the Civil Rights Act of 1964 and 49 CFR, Subtitle A, Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as said Title and Page 8 of 16 Regulations may be amended, and with other applicable state or federal laws or regulations, as amended. B. Nondiscrimination—Business Owner. This agreement is subject to the requirements of the U.S. Department of Transportation's regulations, 49 CFR Part 23. The concessionaire or contractor (Lessee) agrees that it will not discriminate against any business owner because of the owner's race, color, national origin, or sex in connection with the award or performance of any concession agreement, management contract, or subcontract, purchase or lease agreement, or other agreement covered by 49 CFR Part 23. The concessionaire or contractor (Lessee) agrees to include the above statements in any subsequent concession agreement or contract covered by 49 CFR Part 23 that it enters and causes those businesses to similarly include the statements in further agreements. C. Remedy for Breach. If the Lessee is found by a final verdict of a court of competent jurisdiction to have deliberately breached a non-discrimination covenant, or to have permitted any sublessee to deliberately breach a non-discrimination covenant, the City may immediately enforce the remedies directed by the Court's decision, which may include the City's right to reenter the Premises, retake possession thereof, and terminate the Lease. This provision is not effective until the procedures of Title 49, Code of Federal Regulations, Part 21 are completed, including exercise of any rights to appeal. D. Affirmative Action. Lessee shall cause to be implemented an affirmative action program as required by 14 CFR Part 152, Subpart E, to provide (i) that no person on the grounds of race, creed, color, religion, sex, age, national origin, handicap, or political belief or affiliation is excluded from participating in any employment activities covered in 14 CFR Part 152, Subpart E; (ii)that no person will be excluded on these grounds from participating in or receiving the services or benefits of any program or activity covered by that subpart; (iii) that third parties otherwise retained by Lessee shall provide similar assurances to Lessee to undertake affirmative action programs and to require assurances from their sub-organizations, as required by 14 CFR Part 152, Subpart E. Lessee, at no expense to the City, shall comply with any applicable requirements of the Americans with Disabilities (ADA) as it may be amended, with respect to the Premises and its improvements. Section 19. Compliance with Laws. A. General. Lessee covenants to promptly observe, comply with and execute, and shall cause any sublessee to promptly observe, comply with and execute, the provisions of any and all present and future governmental laws, ordinances, rules, regulations, requirements, orders and directions applicable to the use and occupancy of the Premises. A material breach of this covenant, which is not remedied within any permitted cure period, may be cause for City's exercising its rights under the Lease. During any period of Lessee's good faith challenge to any such laws, ordinances, rules, regulations, requirements, orders and directions in a court of competent jurisdiction, Lessee's inaction shall not be deemed a breach of this Lease. B. Federal. Lessee shall comply and shall require any sublessee to comply with all applicable federal laws, rules, and regulations including, without limitation, the Drug Free Workplace Act, the Violence in the Workplace Act, the Americans with Disabilities Act, and any other acts the U.S. Congress passes that apply to the uses and operations at the Premises. C. State. Lessee shall comply with all applicable laws, rules, and regulations of the State of Texas. Page 9 of 16 D. Local. Lessee shall comply with all applicable City ordinances, and rules and regulations promulgated by the Aviation Director. Section 20. Acceptance of Premises Disclaimer. LESSEE ACKNOWLEDGES THAT IT IS LEASING THE PREMISES "AS IS" WITH ALL FAULTS INCLUDING, BUT NOT LIMITED TO, ANY AND ALL POLLUTANTS, ASBESTOS, UNDERGROUND STORAGE TANKS, AND ANY OTHER HAZARDOUS MATERIALS AS MAY EXIST ON THE PREMISES AND THAT NEITHER CITY NOR ANY EMPLOYEE OR AGENT OF CITY HAS MADE ANY REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION OF SUCH PREMISES. LESSEE ACKNOWLEDGES AND AGREES THAT LESSEE HAS BEEN PROVIDED, TO ITS SATISFACTION, THE OPPORTUNITY TO INSPECT THE PREMISES FOR ANY DEFECTS AS TO THE SUITABILITY OF SUCH PROPERTY FOR THE PURPOSE TO WHICH LESSEE INTENDS TO PUT THE PREMISES AND IS RELYING ON ITS OWN INSPECTION. THIS LEASE IS SUBJECT TO ALL COVENANTS, EASEMENTS, RESERVATIONS, RESTRICTIONS, AND OTHER MATTERS OF RECORD AND NOT OF RECORD APPLICABLE TO THE PREMISES. Section 21. Fiscal Year. By execution of this Lease, Lessee acknowledges that the continuation of any contract after the close of any fiscal year of the City, which fiscal year ends on September 30 annually, is subject to budget approval and sufficient appropriations by the City Council for such contract item as an expenditure in the next fiscal budget. The City does not represent nor warrant to Lessee that a budget item providing for this Lease in any future fiscal budget will be actually adopted, as that determination is within the sole discretion of the City Council at the time of adoption of each fiscal budget. Section 22. City's Obligations. A. City agrees to operate the Corpus Christi International Airport as a public airport during the term of this Lease, subject to the assurances given by the City to the United States Government. B. In exchange for Lessee's promise to maintain the Premises, the City agrees to make water and wastewater services available to the Premises property line on the same basis as it is made available to all businesses operating at the Airport. Lessee must procure and pay for all utility usage, such as gas, wastewater, cable, Internet, and telephone charges, that are supplied to the Premises during the term of the Lease as the charges become due and payable. IN NO EVENT WILL THE CITY BE LIABLE FOR ANY INTERRUPTION OR FAILURE IN THE SUPPLYING OF ANY UTILITIES TO THE PREMISES, INCLUDING THOSE WHICH THE CITY HAS AGREED TO FURNISH. C. The City shall provide reasonable notice if ingress and egress to the Premises will be interrupted due to maintenance. If City causes Lessee's ingress or egress to be interrupted for more than 24 hours, the City will consider rent reduction for days of non-use. Section 23. Insurance. Lessee must provide insurance in the amounts and types of coverages required by the City's Risk Manager or the Risk Manager's designee ("Risk Manager") as are set out in the attached Exhibit D, the content of which is incorporated into this Lease as if set out herein in its entirety. Lessee must cause certificate(s) of insurance to be provided to the Aviation Director and Risk Manager not less than 30 days prior to the annual anniversary date of the Effective Date of this Lease. The Risk Manager will annually assess the level and types of Page 10 of 16 insurance required by the Lessee. The Risk Manager may increase or decrease the level or types of insurance by giving Lessee notice not less than 60 days prior to the annual anniversary date of the Effective Date of the Lease. Lessee shall have 30 days to procure the changed insurance and provide written proof of insurance to the Aviation Director and Risk Manager. Section 24. Indemnification. A. LESSEE SHALL INDEMNIFY, HOLD HARMLESS, AND DEFEND THE CITY OF CORPUS CHRISTI AND ITS OFFICERS, EMPLOYEES, REPRESENTATIVES, AND AGENTS (COLLECTIVELY, "INDEMNITEES") FROM AND AGAINST ANYAND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, LIENS, JUDGMENTS, FINES, PENALTIES, AWARDS, LAWSUITS, CAUSES OF ACTION,AND EXPENSES OF ANY NATURE WHATSOEVER INCLUDING, BUT NOT LIMITED TO, STRICT LIABILITY CLAIMS AND ALL EXPENSES OF LITIGATION (INCLUDING MEDIATION AND ARBITRATION), COURT COSTS, REASONABLE ATTORNEYS' FEES, AND EXPERT WITNESS FEES, ON ACCOUNT OF PERSONAL INJURIES (INCLUDING WORKERS' COMPENSATION AND DEATH CLAIMS), PROPERTY LOSS OR DAMAGE, ORANYOTHER KIND OFDAMAGES, WHICH ARISE OR ARE CLAIMED TO ARISE OUT OF OR IN CONNECTION WITH THIS LEASE OR THE PERFORMANCE OF THIS LEASE, 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 OFANY OTHER PERSON OR PARTY. LESSEE 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 INDEMNITEES, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING FROM OR OUT OFANYOF SAID LIABILITY, LOSS, CLAIMS, DEMANDS, SUITS, CAUSES OFACTION, OR DAMAGES. THE INDEMNIFICATION OBLIGATIONS OF LESSEE UNDER THIS SECTION SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE. B. Notice of Claim or Action. Notwithstanding the above indemnifications, Lessee must give the Aviation Director and Risk Manager written notice of any accident or other matter covered under this section and forward to the Aviation Director and Risk Manager copies of every notice, demand, claim, summons, or other process communication received within 10 days of Lessee's receipt of same. Section 25. Assignment and Sublease. A. Lessee shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest, or grant any concession or license within the Premises without the express prior written consent of the City, such consent being within the sole discretion of the City, and any attempt to do any of the foregoing shall be void and of no effect. In the event of any such assignment or sublease, attempted assignment or sublease, or should Lessee, in any other nature of transaction, allow or attempt to allow anyone to occupy the Premises or any portion thereof, City shall upon such occurrence have the right and option to terminate and cancel this Lease effective upon 10 days written notice to Lessee given by City at any time thereafter, and City may terminate and cancel either as to the entire Premises or as to only the portion thereof which Lessee assigned, subleased, attempted to assign or sublease, or otherwise allowed some other party's occupancy. Lessee shall be liable for payment of the fair market value of rents for the portion of the Premises used without consent of the City, such fair market value to be determined by resort and review of the Airport's current property appraisal Page 11 of 16 report. In the event the City elects to terminate this Lease as to the aforesaid portion of the Premises, then the rent as to the remainder of the Premises may thereafter be reduced as appropriate and as determined by the City. This prohibition against assigning, subletting, attempting to assign or sublet, and allowing or attempting to allow occupancy by another without the City's consent is to be construed to include a prohibition against any assignment, subletting, or occupancy by operation of law. B. In any case where the City consents to a sublease of the leasehold, Lessee will remain liable for the performance of all terms, conditions, covenants, duties, and obligations of this Lease including, without limitation, the obligation to pay any and all sums required by this Lease to be paid and faithful adherence and performance of all indemnity provisions provided in this Lease. Section 26. Termination. A. Termination by Lessee. Without limiting any other rights and remedies to which Lessee may be entitled by common law, statutory law, or as elsewhere provided in this Lease, this Lease may be terminated by Lessee at any time upon the occurrence of one or more of the following events: 1) The City's permanent abandonment of the Airport; 2) The lawful assumption by the U. S. Government, or any authorized agency thereof, of the operation, control, or use of the Airport, or of any substantial part or parts thereof, which substantially restricts the Lessee from operating at the Premises for a minimum of 180 calendar days; 3) The issuance by any court of competent jurisdiction of an injunction that prevents or restrains the use of the Airport or the Premises that continues for at least 180 days; or 4) The default by the City in the performance of any covenant or obligation to be performed by the City and such failure to remedy the default continues for a period in excess of 60 days after receipt from Lessee of written notice to remedy the same. B. Termination by City. Without limiting any other rights and remedies to which City may be entitled at common law, statutory law, or as elsewhere provided in this Lease, this Lease may be terminated by the City if Lessee: 1) Is in arrears in paying the rent, fees, or other charges due under the Lease for 10 business days after written notice; 2) Becomes insolvent; takes the benefit of any present or future insolvency statute; makes a general assignment for the benefit of creditors; files a voluntary petition in bankruptcy or a petition or answer seeking a reorganization or the readjustment of its indebtedness under the federal bankruptcy laws or under any other law or statute of the United States or of any state thereof; or consents to the appointment of a receiver, trustee, or liquidator of all or substantially all of its property; 3) Has a petition filed under any part of the federal bankruptcy laws, or an action sought under any present or future insolvency law or statute, against Lessee and which is not dismissed within 30 days after the filing date; Page 12 of 16 4)Abandons the Premises["abandon"shall mean failing to use the Premises for aeronautical activities and services as defined in current FAA Order 5190.66 FAA Airport Compliance Manual. ] for a period in excess of 90 days; or 5) Otherwise defaults in the performance of any of other material covenant of this Lease and continues the default for 30 days, or such other time as may be provided herein, after receipt of written notice from the Aviation Director of the default. If the default cannot reasonably be cured within said 30 days or within any other time as set out in the notice of default, Lessee shall not be deemed in default if Lessee commences the remedy process within the applicable period and thereafter diligently prosecutes the same to completion within a reasonable time period as agreed to by the Aviation Director; otherwise, Lessee will be determined to be in default. C. City's Right to Entry upon Termination. If the Lease is terminated, the City may enter upon the Premises. In the event of termination, the Aviation Director may enter onto the Premises to remove any and all persons or property from the Premises and place any property in storage for the account of and at the expense of Lessee. Excluding personal property provided at the Premises by the City which forms part of the granted use under this Lease, all personal property on the Premises is hereby subjected to a contractual landlord's lien to secure payment of delinquent rent and other sums due and unpaid under this Lease, any and all exemption laws are hereby expressly waived in favor of said landlord's lien; and it is agreed that said landlord's lien is not a waiver of any statutory or other lien given, or which may be given, to City but is in addition thereto. In the case of termination by either party, if Lessee fails to remove any of its furniture, fixtures, equipment, or other personal property from the Premises within 10 days following the termination of this Lease,Aviation Director may, at his option, take title to said personal property, remove the same, and sell the property found on the Premises at a public or private sale with proceeds of the sale applied first to the cost of the sale,then to the cost of storage of the property, if any, and then to the indebtedness of Lessee, with the surplus, if any, to be mailed to Lessee at the address herein designated. To the extent allowed by law, Lessee further agrees to hold harmless and indemnify City, including its officers, agents, and employees, against, from any loss or damage or claim arising out of City's action in collecting monies owed to it under this paragraph, except for any loss, damage, or claim caused by the gross negligence or willful misconduct of City or its employees. D. Notice of Termination. If an event of material default occurs, and after due written notice identifying the default the defaulting party has failed to cure or failed to commence to cure, the complaining party may at any time after the expiration of any such cure period terminate this Lease by providing written notice of termination to the defaulting party. The Lease will be terminated on the date specified in the notice but not sooner than 10 business days after the postmarked date of the notice. E. Improvements Revert to City. Except for the right of Lessee to remove personal property at the expiration of the Lease, ownership of all improvements placed or constructed on the Premises by Lessee revert to the City upon the expiration or earlier termination of this Lease. Section 27. Re-delivery of Premises. Upon the expiration or earlier termination of this Lease, Lessee shall deliver the Premises to the City peaceably, quietly, and in as good condition as the same now are or may be hereafter improved by Lessee or City, normal use and wear excepted. Section 28. Holdover. Any holding over by Lessee of the Premises after the expiration of this Lease will be on a month-to-month tenancy at sufferance not to exceed 18 months, at the then current monthly rent and subject to surrender upon 30 days' prior written notice. Failure to timely Page 13 of 16 surrender the Premises following such written notice subjects Lessee to a monthly holdover fee of 125% of the then fair market value for the Premises. Section 29. Notices. A. With the exception of notices to be provided to the City under the hazardous materials/substances provision of Section 17 and the indemnification provisions of Section 24 of this Lease, all notices required to be sent under this Lease are deemed sufficient if in writing and sent by certified mail, return receipt requested, postage prepaid, or by overnight delivery service with proof of delivery, or delivered in person, and as properly addressed below: If to City: Director of Aviation Corpus Christi International Airport 1000 International Drive Corpus Christi, TX 78406 If to Lessee: Sterling Air Service, LLC PO Box 18659 Corpus Christi, TX 78480 B. Either party may change the address to which notice must be addressed under this section by providing the other party with notice of the new address under any of the methods set out in this section. Section 30. Disclosure of Interest; Form 1295. A. The City's Code of Ordinances, Section 2-349, as amended, requires all persons seeking to do business with the City to complete and provide a "Disclosure of Interest"form of the type attached to this Lease as Exhibit E. The content of the completed Exhibit E by Lessee is incorporated into this Lease by reference as if fully set out in this section. Lessee is obligated to provide an updated Disclosure of Interest should any information submitted in Exhibit D and incorporated into this Lease by reference change during the pendency of this Lease for approval by the City Council and prior to the City's execution of the same. B. Additionally, Lessee 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. Section 31. General Provisions. A. Mineral Rights. The City expressly reserves all water, gas, oil, and mineral rights in and under the soil beneath the Premises in which it holds an interest and reserves the right to conduct or provide for testing and removal of any such City-owned water, gas, oil, or minerals from the Premises. B. No Waiver of Forfeiture. Any failure or neglect of the City or Lessee at any time to declare a forfeiture of this Lease for any breach or default whatsoever hereunder does not waive City's or Lessee's right thereafter to declare a forfeiture for like or other or succeeding breach or default. Page 14 of 16 C. Force Majeure. Neither City nor Lessee will be deemed to be in breach of this Lease if either is prevented from performing any of its obligations under this Lease by reason of force majeure. "Force Majeure" for the purposes of this Lease means any prevention, delay, or stoppage due to strikes, lockouts, labor disputes, acts of God to include severe inclement weather and sustained periods of rain or snow, civil commotion, fire or other casualty, and other causes beyond the reasonable control of the party obligated to perform and claiming the force majeure. All of the foregoing events excuse the performance by either party for a period equal to any prevention, delay, or stoppage, including the obligations imposed with regard to commencement or payment of rental and other charges to be paid by Lessee pursuant to this Lease and the obligation of City to deliver the Premises. D. Rules and Regulations. Lessor has adopted minimum operational standards ("Minimum Standards") and rules and regulations ("Rules and Regulations"), which shall govern Lessee in the use of the Premises and all common facilities, a copy of each of which has been furnished to the Lessee and are incorporated herein by reference. Lessee agrees to comply fully at all times with these governing documents. Lessor, in its sole discretion, shall have the right to amend, modify, and alter these Minimum Standards and Rules and Regulations from time to time in a reasonable manner and may introduce other regulations as deemed necessary for the purpose of assuring the safety, welfare, convenience, and protection of property of Lessor, Lessee, and all other tenants and customers of the Airport; provided, however, that Lessor shall give Lessee reasonable advance notice of any such amendments, modifications, or alternations of the Minimum Standards and Rules and Regulations. E. Venue. Venue for any action brought under this Lease lies in Nueces County, Texas, where the Lease was executed and will be performed. F. No Third Party Benefit. No provision of this Lease creates a third party claim against the City or the Lessee beyond that which may legally exist in the absence of any such provision. G. Permits, Licenses, and Taxes. Lessee shall procure all permits and licenses, pay all charges,fees, and taxes including, but not limited to, all payroll taxes, Medicare taxes, FICAtaxes, unemployment taxes, and all other related taxes according to Internal Revenue Circular E "Employer's Tax Guide," Publication 15, as it may be amended, and give all notices and respond to all communications that are necessary and incident to the due and lawful conduct of business at and occupancy of the Premises by Lessee. Lessee must provide proof of payment of any tax within 10 days after the City Manager's written request for the same. H. Trash and Refuse. Lessee must arrange for the collection and lawful disposal of all trash and other refuse resulting from operations on the Premises; must provide and use suitable, sealed fireproof receptacles approved by the Aviation Director for all trash and other refuse generated by the use of the Premises; must prohibit the piling of boxes, barrels, or other similar items in or within view from a public area; and must pay, or cause to be paid, the costs associated with trash removal and disposal. I. Delegation. Any obligations of the Lessee required by this Lease may be delegated to any approved sublessee by the terms of the sublease agreement between the parties, provided, however, that any such delegation shall not relieve Lessee of its liability, responsibilities, and obligations under this Lease. J. Publication. Lessee must pay all newspaper publication costs, if any, for this Lease as required by the City Charter. Page 15 of 16 EXECUTED IN TRIPLICATE ORIGINALS this day of 12017 ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Margie C. Rose City Secretary City Manager Approved as to legal form: Elizabeth Hundley,Assistant City Attorney for Miles Risley, City Attorney S7tng I Air tervice: awn wn nM I M rgan Presid t ate: ACKNOWLEDGMENT STATE OF § KNOW ALL BY THESE PRESENTS: COUNTY 0 § This instrument was acknowledged before me on ,' 2017, by Shawn Morgan, President of Sterling Air Service, LLC, a Texas limit d liability company, on behalf of the company. N* ,Pu-blic's Signature �J YVEM P.CAVAZOS ATTACHED AND INCORPORATED BY REFERENCE: I I Exhibit A— Facilities Site Map MY COMMISSION EXPIRES February 5,2019 Exhibit B — Flight School Layout and Lease Rates of Premises I Exhibit C— Fuel Tanks/Apron Layout and Lease Rates of Premises Exhibit D — Insurance Requirements Exhibit E — Disclosure of Interests, completed form Page 16 of 16 �Fo ; �Vf � I� / r I i t � I { 01 I �r I ?bn I 1rNrr II�1 II il'� V CORPUS CHRISTI INTERNATIONAL AIRPORT Prepared by: CDB p �mmo� EXHIBIT AApproved by: p STER�LIN FA �ILITI�S SITE NVIAP ` ° ` "D° II cafe: NTS. L7a Ob- 29-2017 HANGAR LN. Leased Space - Office (2,400 SqFt.), Storage (81 SqFt.) Sterling Aircraft Hangar (4,200 SqFt.) Leased Undeveloped Land (15,940 SqFt.) Walkways (755 SqFt.) / Non Covered Parking (1,559 SqFt.) Covered Parking (1,319 SqFt) Sterling Air Facility Boundary Office Office Space 2,400 Storage Storage Shed S1 Parking Lot ?ark%n8;^.'a=kosa5 3,633 -developed Land Land 35.64: Hangar A rcraft Hangs€ 1,200 31,120.10 813,440.00 $2.03 $24.30 890.83 $1,089.90 5199.25 $2,391- 5577-50 56,930.00 $1,989.60 $23,875.20 CORPUS CHRISTI INTERNATIONAL AIRPORT EXHIBIT B STERLING AIR GHT SCHOOL FAC Scale- NOT TO SCALE -29-2017 DEL MAR 143' NORTH 1 GENERAL AVIATION 2,000 SqFt. LOT WITH 2 X 20,000 Gal. FUEL TANKS ASH CK 75, Aeronaut fcal Land Apron (Fuel) Apron (Hangar} Annual Market Monthly Annual Rate per SqFt Totat Total 50.30 550.00 5600.00 $0.35 5306.25 03.675.00 $0.35 $291.66 $3,500.00 5647.91 57,775.00 Sale: CORPUS CHRISTI INTERNATIONAL AIRPORT EXHIBIT C STERLING AIR SELF FUELING TANKS NOT TO SCALE pa€e3, by. CDB Approved by: FRED SEGUND0 Date. 06-29-2017 EXHIBIT D INSURANCE REQUIREMENTS L LESSEE'S LIABILITY INSURANCE A. Lessee must not commence work under this contract until all insurance required has been obtained-and such insurance has been approved by the City. Lessee must not allow any sub-lessee to commence work until all similar insurance required of any sub-lessee has been obtained. B. Lessee must furnish to the City's Risk Manager and Director of Aviation Dept. two (2) copies of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-day advance written notice of Bodily Injury and Property Damage cancellation, non-renewal, material change Per occurrence - aggregate or termination required on all certificates and policies. Commercial General Liability including: $1,000,000 Per Occurrence 1. Commercial Broad Form $1,000,000 Aggregate 2. Premises—Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Lessees 6. Personal Injury- Advertising Injury AUTO LIABILITY (including) $5,000,000 Combined Single Limit 1. Owned 2. Hired and Non-Owned 3. Rented/Leased WORKERS' COMPENSATION Statutory All states endorsement required if Lessee is not domiciled in State of Texas. EMPLOYER'S LIABILITY $500,000 /$500,000 /$500,000 AIRCRAFT LIABILITY (including) $1,000,000 Per Occurrence 1. Owned 2. Hired and Non-Owned 3. Rented/Leased 4. In Air and On Ground HANGARKEEPERS $2,000,000 Per Occurrence Repair, taxiing or towing of aircraft, or in any $2,000,000 Per Aircraft way having care, custody or control of third- party aircraft POLLUTION LIABILITY $1,000,000 Per Incident Limit (Including Cleanup and remediation) $1,000,000 Aggregate PERSONAL PROPERTY INSURANCE Lessee, at their own expense, shall be responsible for insuring all owned,leased or rented personal property. PROPERTY INSURANCE COVERAGE 100% of the value of all improvements "All Risk of Physical Loss" leased from the City, or constructed by or for Operator on the Airport. C. In the event of accidents of any kind related to this contract, Lessee must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. IL ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Lessee must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Lessee will be promptly met. An All States Endorsement shall be required if Lessee is not domiciled in the State of Texas. B. Lessee shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Lessee's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A-VII. C. Lessee shall be required to submit a copy of the Certificate of Insurance upon renewal dates to City for the duration of the contract at the address provided below within 10 days of any change made by the Lessee or as requested by the City. Lessee shall pay any costs incurred resulting from said changes. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Lessee agrees that,with respect to the above required insurance,all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty(30)calendar days advance written notice directly to City of any, cancellation,non-renewal, material change or termination in coverage and not less than ten(10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a cancellation, non-renewal, material change or termination of coverage, Lessee shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Lessee's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Lessee's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Lessee to stop work hereunder, and/or withhold any payment(s)which become due to Lessee hereunder until Lessee demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Lessee may be held responsible for payments of damages to persons or property resulting from Lessee's or its sub-lessee's performance of the work covered under this contract. H. It is agreed that Lessee's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. L 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 Aviation Dept. Sterling Air Service 11/30/2017 sw Risk Management _ SUPPLIER NUMBER TO BE ASSIGNED BY-CTr7— PURCHASING DIVISION City of Corpus EXHIBIT Christi CITY OF CORPUS CHRISTI DISCLOSURE OF INTEREST Corpus Christi Code as amended, requires all persons or firms seeking to do bUSiDeSS with the City to followingp[oV|de the following information. Every question must be answered. If the question is not applicable, @DSVVe[ with "NA". See next page for Filing Requi[e0eOts, Certification and Definitions. COMPANY NAME: STREET ADDRESS: P.O. BOX: CITY: STATE: zip: FIRM IS: 1. Corporation ~~ 2. Partnership Fl 3. Sole Owner �l 4. Association Fl 5. Other If additional space is neoaaoary, please use the reverse side of this page or attach separate sheet. 1. State the nannaa of each "employee" of the City of Corpus Christi having on "ownership interest" constituting 396 or more of the ownership in the above named "firm." Name Job Title and City Department (if known) , -° 2. State the names of each ^offiuio|^ of the City of Corpus Christi having on "ownership interest" constituting 396 or more of the ownership in the above named '1irrn." Nome ' Title 3. State the nannaa of each ^boenJ member" of the Qty of Corpus Christi having an "ownership interest" constituting 3% or more of the ownership in the above nonnad "firm." Name Board, Commission or Committee 4. State the nennea of each employee or officer of a "consultant" for the City of <�orpue Christiwho on any matter related to the subject of this contract and has on ^ovvnarahip interest" constituting 396 or more of the ownership in the above named ''firrn." Name Consultant FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof, you shall disclose that fact in a signed writing to the City official, employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)]. CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested, and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas, as changes occur. Certifying Person: <:_4n,-12 Title: E�� -5�, 1A I-- Signature of Date- Ce rtifying Person: DEFINITIONS a. "Board member." A member of any board, commission, or committee of the city, including the board of any corporation created by the city. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the city, whether under civil service or not, including part- time employees and employees of any corporation created by the city. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation, joint stock company, joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm, including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements. g. "Consultant." Any person or firm, such as engineers and architects, hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. CERTIFICATE OF INTERESTED PARTIES FORM 1295 10f1 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. 2017-288576 Sterling Air Service, LLC Corpus Christi,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 11/29/2017 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. XXXX Aeronautical Services 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary Morgan,Shawn Corpus Christi,TX United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear,or affir nd r penalty of perjury,that the above disclosure is true and correct. rrwwoww YVETTE P.CAVAZOS '_= MY COMMISSION EXPIRES %t .. Febuq 5,2019 Signayl of authorized age t of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE Sworn to and subscribed before me,by the said �' �✓ this the ' Oay of 20 t to certify which,witness my hand and seal of office. 4Sinature4 o officer a mi istering oath Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.3337 SC GO O� AGENDA MEMORANDUM CORPOft XE First Reading for City Council Meeting of December 12, 2017 HA 1852 Second Reading for the City Council Meeting of December 19, 2017 DATE: December 5, 2017 TO: Margie C. Rose, City Manager FROM: Fred A. Segundo, Director of Aviation FredS@cctexas.com (361) 289-0171 ext. 1213 Appropriating Funds from FAA Grant 56 and from Airport Operating Reserve to fund East General Aviation and Terminal Apron Improvements; Amending the FY 2018 CIP Budget For Corpus Christi International Airport (CCIA) CAPTION: Ordinance appropriating $676,651.90 from Federal Aviation Administration Grant No. 3- 48-0051-056-2017 in the No. 3020 Airport Capital Improvement Fund; appropriating $75,183.54 from the No. 4612 Airport Operating Reserve Fund and transferring to the No. 3018 Airport Capital Reserve Fund for the Corpus Christi International Airport's East General Aviation and Terminal Apron Projects; amending the FY2017-18 Capital Improvement Program Budget adopted by Ordinance No. 031249 by increasing revenues and expenditures by $751,835.44 each. PURPOSE: The Federal Aviation Administration (FAA) funds major capital improvements and equipment at Corpus Christi International Airport (CCIA) through its Airport Improvement Program (AIP) grants. BACKGROUND AND FINDINGS: This project will consist of the rehabilitation of approximately 6,000 S.Y. of existing general aviation and terminal apron pavement. The existing pavement has been scheduled to be reconstructed due to the deteriorating surface. The rehabilitation will reconstruct the apron using a rigid pavement section. ALTERNATIVES: No viable alternative exists as FAA approved project and provides 90% of project cost. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: The project is consistent with Airport Master Plan. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Legal Finance Management and Budget FINANCIAL IMPACT: ❑ Operating ❑ Revenue ® Capital ❑ Not applicable Project to Date Fiscal Year Budget and Current Year Future Years TOTALS 2017-2018 Expenditures Budget 1,637,164.56 0 1,637,164.56 Encumbered / Expended Amount This item 751,835.44 0 751,835.44 Future Anticipated Expenditures This Project 01 01 0 BALANCE $2,389,000 1 0 $2,389,000 Fund(s): Fund 3020 — FAA Grant Fund and Airport Capital Reserve RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance appropriating $676,651.90 from Federal Aviation Administration Grant No. 3-48-0051-056-2017 in the No. 3020 Airport Capital Improvement Fund; appropriating $75,183.54 from the No. 4612 Airport Operating Reserve Fund and transferring to the No. 3018 Airport Capital Reserve Fund for the Corpus Christi International Airport's East General Aviation and Terminal Apron Projects; amending the FY2017-18 Capital Improvement Program Budget adopted by Ordinance No. 031249 by increasing revenues and expenditures by$751,835.44 each. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. Grant funds in the amount of $676,651.90 from Federal Aviation Administration Grant No. 3-48-0051-056-2017 are appropriated in the No. 3020 Airport Capital Improvement Fund for the Corpus Christi International Airport's East General Aviation and Terminal Apron Projects. Additionally, matching funds in the amount of $75,183.54 from the No. 4612 Airport Operating Reserve are appropriated and transferred to the No. 3018 Airport Capital Reserve Fund. SECTION 2. The FY2017-18 Capital Improvement Program Budget adopted by Ordinance 031249 is amended to increase revenues and expenditures by $751,835.44 each. The foregoing ordinance was read for the first time and passed to its second reading on this the day of 20177 by the following vote: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Debbie Lindsey-Opel The foregoing ordinance was read for the second time and passed finally on this the day of , 20177 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 12017 ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor SC v AGENDA MEMORANDUM hCORPOPPIE� First Reading Ordinance for the City Council Meeting of December 12, 2017 x82 Second Reading Ordinance for the City Council Meeting December 19, 2017 DATE: November 27, 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 of Street Operations andyl@cctexas.com (361) 826-1957 Removing a Portion of the One-Way Designation Along Lawrence Street (Between Shoreline Boulevard and Water Street) CAPTION: Ordinance amending Section 53-250(a)of the Code of Ordinances that in accordance with Section 53-104 and when properly signposted, traffic shall move only in one direction upon designated sections of Lawrence Street and both directions in undesignated section; providing for severance; and providing for publication. PURPOSE: This ordinance removes the one-way traffic designation for the two blocks of Lawrence Street between Shoreline Boulevard and Water Street. BACKGROUND AND FINDINGS: The Uptown and Downtown areas are connected by two one-way streets. Lawrence Street provides eastbound traffic flow from Leopard Street at "the bluff' to Shoreline Boulevard; Schatzel Street provides westbound traffic flow from Shoreline Boulevard to Leopard Street. This item proposes to change the 2 blocks of Lawrence Street between Shoreline Boulevard and Water Street from one-way to two-way traffic to better serve traffic patterns associated with the Shoreline Boulevard realignment. The Shoreline Boulevard Realignment Project was implemented under the Bond 2008 Bayfront Development Plan Phase 3 project. The realignment took place between Buford Street and Lawrence Street and eliminated the connection between northbound Shoreline Boulevard and William Street. Previously the Shoreline/William intersection allowed north bound Shoreline traffic to turn left onto William (a one-way headed west street). Removing the intersection created confusion for drivers navigating through the area and into Downtown. Staff tasked the engineering firm conducting Planning and Traffic Studies for the downtown area to evaluate the feasibility of converting Lawrence Street between Shoreline Boulevard and Water Street from one-way to two-way traffic. The engineering team found the conversion to be feasible provided the appropriate two-way signage, pavement markings, and traffic signal upgrades were incorporated. One-way traffic flow is designated by ordinance and requires a revision to the City's Code of Ordinances to remove the one-way traffic flow designation. The change would become effective when signs indicating the east one-way designation of traffic on Lawrence Street are removed per City Ordinance Section 53-104. The City's Transportation Advisory Commission recommended approval of the proposed ordinance amendment during its monthly meeting held on September 25, 2017. ALTERNATIVES: Not applicable OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This item conforms to the City Charter requirements to amend the Code of Ordinances. EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Engineering Services, Development Services FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Project to Date Expenditures Future Fiscal Year 2017-2018 (CIP only) Current Year Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE COMMENTS: None RECOMMENDATION: Staff recommends approval of this ordinance amendment. LIST OF SUPPORTING DOCUMENTS: Ordinance Location Map Site Plan Presentation ORDINANCE AMENDING SECTION 53-250(A) OF THE CODE OF ORDINANCES THAT IN ACCORDANCE WITH SECTION 53-104 AND WHEN PROPERLY SIGNPOSTED, TRAFFIC SHALL MOVE ONLY IN ONE DIRECTION UPON DESIGNATED SECTIONS OF LAWRENCE STREET AND BOTH DIRECTIONS IN UNDESIGNATED SECTION; PROVIDING FOR SEVERANCE; AND PROVIDING FOR PUBLICATION. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. City Code of Ordinances, Chapter 53 Traffic, Article VIII Schedules, Section 53-250 Schedule I – One-way streets and alleys, subsection (a) is revised to add a one- way designation for a portion of Lawrence Street. "Sec. 53-250. - Schedule I—One-way streets and alleys. (a) In accordance with section 53-104 and when properly signposted, traffic shall move only in the direction indicated upon the streets and alleys set out in this section. All streets designated as one-way during school days shall be one-way only between those hours established by the city manager, or such officers or employees of the city designated by the city manager, so as to be compatible with school hours and when so indicated by signs. Street or Portion of Street Direction of Traffic Lawrence Street, between Lower Broadway and Water Street East SECTION 2. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of this ordinance shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, clause, phrase, word or provision hereof be given full force and effect for its purpose. SECTION 3. Publication shall be made one time in the official publication of the City of Corpus Christi by publishing the caption stating the purpose of the ordinance. This ordinance to become effective upon such publication. That the foregoing ordinance was read for the first time and passed to its second reading on , 20177 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 ordinance was read for the second time and passed finally on this the , 20177 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 , 2017. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor 181 ORR1 0R -- SCALE: N.T.S. CORPUCHRISTI SHIP CHANNEL AERIAL FLOWN 2014 S u �w Q LEOPARD r U a PROPOSED III�II�IIIIII z LAWRENCE STREET 286 TWO WAY TRAFFIC FLOW ORGp o BETWEEN SHORELINE BLVD. & WATER ST. 358 Q M p0 9�y� 00 O y� s99 CORPUS CHRISTI BAY ,�o'� �IIIIII 0�0 ^�I�iolmll�'p/,O 00 UQ �IIIIII �ti TEXAS A&M UNIVERSITY CORPUS CHRISTI 358 ZZ �� RgrO q3 °<F o c NISS �� Z OSO BAY O CORPUS CHRISTI D Q a NAVAL AIR STATION o° FLOUR BLUFF �o 358 286 0S0 ORkTO � w 4 wti Z Of O`er Q 3 LAGUNA MADRE LAWRENCE STREET TWO WAY TRAFFIC FLOW CITY COUNCIL EXHIBIT LOCATION MAP CITY OF CORPUS CHRISTI,TEXAS ` DEPARTMENT OF STREET OPERATIONS IN'77 SCALE N.T.S.AERIAL FLOWN 2014 62 riovoil7a t „ t EXISTING SITE PLAN «l�„ � � �%/l�I� Vii/ ���� G? ( d✓ r PROPOSED LAWRENCE STREET TWO WAY TRAFFIC FLOW SHORELINE BLVD. & WATER ST. r����r PROPOSED SITE PLAN LEGEND PROPOSED TWO WAY TRAMC CHANGE b EXISTING ONE WAY TRAFFIC LAWRENCE STREET TWO WAY TRAFFIC FLOW CITY COUNCIL EXHIBIT SITE PLAN CITY OF CORPUS CHRISTI,TEXAS ' DEPARTMENT OF STREET OPERATIONS Corpus Chr`sti Engineering Removing One -Way Traffic Flow Along Lawrence Street (Between Shoreline Boulevard and Water Street) Council Presentation December 12, 2017 Location Map Corpus Chr'sti Engineering PROPOSED LAWRENCE STREET TWO WAY TRAFFIC FLOW BETWEEN SI-CRO1E WO. & WATER ST. CORPUS ]IRIS RAY Vicinity Map Corpus Chr t Engineering PROPOSED LAWRENCE STREET TWO WAY TRAFFIC FLOW BETWEEN SHORELINE BLVD. & WATER ST. Traffic Flows - Existing Corpus Chr'sti Engineering Traffic Flows - Proposed Corpus Chr'sti Engineering PROPOSED LAWRENCE STREET TWO WAY TRAFFIC FLOW BETWEEN SHORELINE BLVD. it WATER ST. It PROPOSED TWO WAY 1RAFFIC CHANGE EXIST1NG ONE WAY TRAFFIC Project Scope Corpus Chr'sti Engineering Removal of "One -Way" Designation Along Lawrence Street Between Water Street and Shoreline Boulevard. (Ordinance Amendment) • Seal Coat • New Pavement Markings • Upgrade/ Replace Traffic Signs • Re -time Traffic Signals Project Schedule * Water Street signal replacement and upgrades are planned to begin Spring 2018. Corpus Chr'sti Engineering Questions SC AGENDA MEMORANDUM NCORPOBPtEO First Reading for the City Council Meeting of December 12, 2017 1852 Second Reading for the City Council Meeting of December 19, 2017 DATE: October 24, 2017 TO: Margie C. Rose, City Manager FROM: William J. Green, P.E., Interim Director, Development Services Department BiIIG@cctexas.com (361) 826-3268 Closing of a utility easement at 2129 Meandering Oaks Drive CAPTION: Ordinance abandoning and vacating a 0.040 acre portion of an existing utility easement out of a portion of Flour Bluff and Encinal Farm and Garden Tracts, Section 40, Lot 8 and Shoreline Vista, Block 10, Lot 1 and requiring the owner, Mary J. Cole, to comply with the specified conditions. PURPOSE: The purpose of this item is to eliminate a utility easement due to a house built over a property line and the subject utility easement. This request is being made in conjunction with a re-plat of the property, allowing elimination of the existing property line. BACKGROUND AND FINDINGS: Mary J. Cole (Owner) is requesting the abandonment and vacation of a 0.040 acre portion of an existing utility easement out of a portion of Flour Bluff and Encinal Farm and Garden Tracts, Section 40, Lot 8 and Shoreline Vista, Block 10, Lot 1, located at 2129 Meandering Oaks Drive. The Owner has been advised of and concurs with the specified conditions of the Ordinance in regards to the easement dedication and the recording and filing of the ordinance. The Owner must also comply with all the specified conditions of the abandon and vacate ordinance within 180 days of Council approval. ALTERNATIVES: Denial of the utility easement closure. This will adversely impact the Owner's ability to sell the subject property. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: These requirements are in compliance with the City Code of Ordinances Section 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 ❑x Not applicable Project to Date Fiscal Year: Expenditures Future 2017-2018 (CIP only) Current Year 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. The Maintenance responsibilities for the vacated easement reverts to Mary J. Cole (Owner). 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 Presentation Ordinance abandoning and vacating a 0.040 acre portion of an existing utility easement out of a portion of Flour Bluff and Encinal Farm and Garden Tracts, Section 40, Lot 8 and Shoreline Vista, Block 10, Lot 1 and requiring the owner, Mary J. Cole, to comply with the specified conditions. WHEREAS, Mary J. Cole (Owner) is requesting the abandonment and vacation of 0.040 acre of an existing utility easement out of a portion of Flour Bluff and Encinal Farm and Garden Tracts, Section 40, Lot 8 and Shoreline Vista, Block 10, Lot 1, located at 2129 Meandering Oaks Drive; WHEREAS, it has been determined that it is feasible and advantageous to the City of Corpus Christi to abandon and vacate a 0.040 acre 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 Mary J. Cole (Owner), a 0.040 acre of an existing utility easement out of a portion of Flour Bluff and Encinal Farm and Garden Tracts, Section 40, Lot 8 and Shoreline Vista, Block 10, Lot 1, located at 2129 Meandering Oaks Drive, as recorded in Volume 68, Pages 370-371 and Volume A, Pages 41-43 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 and C" which is a metes and bounds description and field notes, "Exhibit B and D", which is the graphical representation of the legal, and "Exhibit E", 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. Failure to comply with all the conditions outlined in this Ordinance within 180 days will hereby make the Ordinance null and void. SECTION 3. The maintenance responsibilities for the vacated easement reverts to Mary J. Cole (Owner). That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20177 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 , 20177 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 IN URBAN ENGINEERING Job No. 23808.136.01 August 121x', 2016 Revised: October 24, 2017 Exhibit A 0.020 Acre Utility Easement Closure STATE OF TEXAS COUNTY OF NUECES Fieldnotes, for a 0.020 Acre, 7.5 Foot Wide Utility Easement Closure, more or less, of Lot 1, Block 10, Shoreline Vista, a rnap of which is recorded in Volume 68, Pages 370-371, Map Records of Nueces County, Texas, being a portion of a 7.5 foot Wide Utility Easement as shown by the said Shoreline Vista; said 0.020 Acre `Tract being more fully described as follows: Commencing, at a 5/8 Inch Iron Rod, with red plastic cap stamped"URBAN ENGR CCTX" Set, on the Northwest Right-of-Way line of Meandering Oaks Drive, a public roadway, the Southeast corner of a 0.064 Acre Tract (Surveyed Same Date), being the Northeast corner of Lot 1, Block 10, Shoreline Vista, a map of which is recorded in Volume 68, Pages 370-371, said Map Records; Thence, North 71'38'52" West, departing Meandering Oaks Drive, with the South boundary line of the said 0.064 Acre Tract and the North boundary line of the said Lot 1, 5.00 Feet, to the Point of Beginning, for the Northeast comer of this Tract, and the beginning of a non-tangent curve to the Right, having a Delta of 00'59'16", a Radius of 435.00 Feet, an Are Length of 7.50 Feet, and a chord which bears South 18'50'46" East, 7.50 Feet; Thence, with the said non-tangent curve to the Right, over and across Lot 1, and with an existing 5.00 foot wide Utility Easement, as shown on the recorded plat of the said Shoreline Vista, 7.50 Feet, for the Southeast comer of this Tract; Thence, North 71'38'52" West, 117.52 Feet, to an existing 7.50 foot wide Utility Easement, being the Southwest corner of this Tract and for the beginning of a non-tangent curve to the Left, having a Delta of 01'21'13", a Radius of 317.50 Feet, an Arc Length of 7.50 Feet, and a chord which bears North 19'01'44" East, 7.50 Feet; Thence, with the said non-tangent curve to the Left, 7.50 Feet, to the South boundary line of the said 0.064 Acre Tract, the North boundary line of the said Lot 1, for the Northwest comer of this Tract, from whence a 5/8 Inch Iron Rod, with red plastic cap stamped "URBAN ENGR CCTX" Found, for the Southwest comer of the said 0.064 Acre'Tract, the Northwest comer of the said Lot 1, bears North 71'38'52" West, 7.50 Feet; S:\Surveying\23808\B601\Easeiiient Closure- Revised Ownersh ip\Revi sed_FN_S0.020Ac_20171024,._RLG Doc Page I of 2 OFFICE: (361)854-3101 2725 SWANTNER DR. * CORPUS CHRISTI,TEXAS 78404 FAX(361)854-6001 'W"WWjirt)aip.eft.c qqj TBPE Firm# 145 *TBPLS Firm# 10032400 Thence, South 71°38'52" East, with the Northeast line of the said Lot 1, 117.50 Feet, to the Point of Beginning, containing 0.020 Acres (881 Sq. Ft) of Land, more or less. Grid Bearings and Distances shown hereon are referenced to the Texas Coordinate System of 1983, Texas South Zone 4205, and are based on the North American Datum of 1983(2011) Epoch 2010.00. 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 Mes herein. G S'rt,,F 'P URBAN EN EE G JAMES DAVID...CARR .................... 6458 #T �0 ; "'�t . Aft ss S James . Carr, R.P.L.S. License No. 6458 S:\Surveying\23808\13601\Easeiiieiit Closure-Revised Owiiersliip\Revised_FN-50.020Ac-20171024—RLG Doc Page 2 of 2 OFFICE: (361)854-3101 2725 SWANTNER DR. 9 CORPUS CIIRISTIJEXAS 78404 FAX (361)854-6001 www.urba ion ..com TBPE,Firm# 145 9 TBPLS Firm# 10032400 -/o \ \ Ur ejU ff on o Rem a! de c' / — Vold FnclB S� r Of o l \ Records 4, Po of Form 40 C) J (Da NO f A/ag s 47�4o0d Go 205 es C 3 card (Ro���go °aht Mop o Trp 0� Te ct� ^o o °ss� T�kOs o �2 / 0 0 _ (s 6 VN ' yle re�(0Oc NOWneer, M S m Tr�°ct� 0 , 201604 or 0 ate) w -- 0.p � �,er h ode .�����°p R 0,020 Utility£0 117���r r� qcres Ser), t 5 <s8 yr � S(?. cios Ftp e Aoot 8 117 o/W / / "ye 68 8, CPoor�)1�t o 10 T M� c r� 7 0j Of 9es 3 j oat .� o / boa roll , Ueces C �3� V C �Q) Legena: NO, 20ytq*60 tiary ouryt 1' Al Colo) 0 red npla5 8 Inch cap stomped Rod with 85, 0. y �ekaa URBAN ENGR CCTX" h / O� s 9 Found 5/8 Inch Iron Rod �� 0 Set 5/8 Inch Iron Rod with �Or) red plastic cap stamped "URBAN ENGR CCTX" K� aQ' LINE BEARING DISTANCE 0 L1 N71'38'52"W 5.00' Q) L2 N71'38'52"W 7.50' � CURVE DELTA ANGLE RADIUS ARC LENGTH CHORD BEARING CHORD LENGTH C1 0'59'16" 435.00' 7.50' S18'50'46"W 7.50' C2 1'21'13" 317.50' 7.50' N19'01'44"E 7.50' 30 20 10 0 20 40 Exhibit B GRAPHIC SCALE Sketch to Accompany 1"=20' FlELDNOTES for a 0.020 Acre, 7.5 Foot Wide Utility Easement Closure, more or less, of Lot 1, Block 10, Shoreline Vista, a map of which is recorded in Volume 68, Pages 370-371, Map Records of Nueces County, Texas. REV: Oct. 24, 2017 DATE: August 11, 2016 URBAN SCALE: 1"=20' JOB NO.: 23808.B6.01 ENGINEERING SHEET: 1 of 2 COPE FIRM N0.145,CORPS FIRM N0.10038400 DRAWN B Y: R LG 7BP FIRM NO. 45,CORPUS RM NO. 0 2 404 PHONE: 361.854.3101 WWW.URBANENO.COM urbansurveyl Ourbaneng.com S:\Surveyinq\23808\B601\Easement Closure-Revised ownershi Revised EasementClos®e Mw7 q2Y Y51E2,t�rvriin mmmm"M*� URBAN ENGINEERING Job No. 23808.136.01 August 12`", 2016 Revised: October 24, 2017 Exhibit C 0.020 Acre Utility Easement Closure STATE OF TEXAS COUNTY OF NUECES Fieldnotes, for a 0.020 Acre, 7.5 Foot Wide Utility Easement Closure, more or less, of a 0.064 Acre Tract of Land out of Lot 8, Section 40, Flour Bluff and Encinal Farm and Garden `Tracts, a map of which is recorded in Volume A, Pages 41-43, Map Records of Nucces County, Texas; said 0.064 Acre Tract described in General Warranty Deed with Vendor's Lien from Live Oak Construction, Inc., a Texas Corporation to Mary J. Cole, a single woman, and being a portion of a 7.5 foot Wide Utility Easement, recorded in Document Number 2015002527, Official Public Records of Nueces County, Texas; said 0.020 Acre Tract being more fully described as follows: Commencing, at a 5/8 Inch Iron Rod, with red plastic cap stamped"URBAN ENGR CCTX" Set, on the West Right-of-Way line of Meandering Oaks Drive, a public roadway, being the Southeast corner of the said 0.064 Acre Tract, the Northeast comer of Lot 1, Block 10, Shoreline Vista, a map of which is recorded in Volume 68, Pages 370-371, said Map Records; Thence, North 71'38'52" West, departing Meandering Oaks Drive, with the South boundary line of the said 0.064 Acre Tract, the North boundary line of the said Lot 1, 5.00 Feet, to a Point of Beginning and the South corner of this Tract; Thence, North 71'38'52" West, with the South boundary line of the said 0.064 Acre Tract, the North boundary line of the said Lot 1, 117.50 Feet, to an existing 7.50 foot wide Utility Easement, the West corner of this Tract and for the beginning of a non-tangent curve to the Left, having a Delta of 01°2I'13 a Radius of 317.50 Feet, an Arc Length of 7.50 Feet, and a chord which bears North 17'40'31 East, 7.50 Feet, from whence a 5/8 Inch Iron Rod, with red plastic cap stamped "URBAN ENGR CCTX" Found, to the East boundary line of Lot 30, of the said Block 10, the Southwest corner of the said 0.064 Acre Tract, the Northwest comer of the said Lot 1, bears North 71'38'52" West, 7.50 Feet; Thence, with the said non-tangent curve to the Left, with the said existing Utility Easement, 7.50 Feet, for the North comer of this Tract; Thence, South 7198'52" East, departing the said existing Utility Easement, H 7.52 Feet, to the East comer of this Tract and for the beginning of a non-tangent curve to the Right, having a Delta of 00'59'16", a Radius of 435.00 Feet, an Arc Length of 7.50 Feet, and a chord which bears South 17°5F29" West, 7.50 Feet; S:\Surveying\23808\B601\Easemeiit Closure- Revised Own ership\Revi sed_FN_._,.N0.020Ac 20171024--RLG.DocPage I of 2 OFFICE: (361)854-3101 2725 SWANTNER DR. * CORPUS CHRISTI,TEXAS 78404 FAX(361)854-6001 TBPE Firm # 145 o ']'BPI,S Firm it 10032400 Thence, with the said non-tangent curve to the Right, 7.50 Feet, to the Point of Beginning, containing 0.020 Acre (881 Sq. Ft) of Land, more or less. Grid Bearings and Distances shown hereon are referenced to the Texas Coordinate System of 1983, Texas South Zone 4205, and are based on the North American Datum of 1983(2011) Epoch 2010.00. 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 cWe. herein. A URBAN EN EE G UES6XMXD...CARR .................... 6458 *..tss\ S "James . Carr, R.P. I.S. License No. 6458 S:\SLirveying\23808\13601\Easet-nent Closure-Revised Ownersh ip\Revised. FN-NO.02OAc--20171024.-Rl.(x.Doc Page 2 of 2 OFFICE: (361)854-3101 2725 SWANTNER DR. * CORPUS CHRISTI,TEXAS 78404 FAX (361)854-6001 TBPE,Firm 9 145 9 T13PLS Firm# 10032400 �r Sloff as �o Rema! de o !� 1/ol,d E�oi8 Sect/. of �x _ eaords q' Po ql Farmn 40 o � ge 0 06 (oaa No f Nuecs 47,�and Go o (Doc �0wneeyed soy Tr°�t� (Ra0a50q� op t) 440et) rde� �ra�ts V No 2076 Mary�e dote) bass) R.N.o T kas _� �� 04538, Code)_ N �o�,,e / 0,p2 p Utility £� �� H�138,c"es X881 dent Cly ���so z�o `SZ"� 9• Ft.)sire r ,-y 0 Cot l o, RCj ecord,8, pha reli�l oC l0 �f��B�g�n�,� op 9es 3j istp g L7 0 (oa (ow 'JL-Ces 0�3� Na. ,"e� C Legend: ZU 8G PCZ 0(4/7 t�, �CI 0 Found 5/8 Inch Iron Rod with O,p �S Q 0 red plastic cap stamped 'R N_C T / "URBAN ENGR CCTX" `U 0 Found 5/8 Inch Iron Rod Cr h 'Q� 0 Set 5/8 Inch Iron Rod with red plastic cap stamped URBAN ENGR CCTX" / / aQ' LINE BEARING DISTANCE L1 N71'38'52"W 5.00' / L2 N71'38'52"W 7.50' CURVE DELTA ANGLE RADIUS ARC LENGTH CHORD BEARING CHORD LENGTH C1 1'21'13" 317.50' 7.50' N17'40'31"E 7.50' C2 0'59'16" 435.00' 7.50' S17'51'29"W 7.50' 30 20 10 0 20 40 Exhibit D Sketch to Accompany GRAPHIC SCALE 1"=20' FIELDNOTES for a 0.020 Acre, 7.5 Foot Wide Utility Easement Closure, more or less, of a 0.064 Acre Tract of Land out of Lot 8, Section 40, Flour Bluff and Encinal Farm and Garden Tracts, a map of which is recorded in Volume A, Pages 41-43, Map Records of Nueces County, Texas; said 0.064 Acre Tract described in General Warranty Deed with Vendors Lien from Live Oak Construction, Inc., a Texas Corporation to Mary J. Cole, a single woman, and being a portion of a 7.5 foot Wide Utility Easement, recorded in Document Number 2015002527, Official Public Records of Nueces County, Texas REV: Oct. 24, 2017 DATE: August 11, 2016 URBAN SCALE: 1 —20, JOB NO.: 23808.B6.01 ENGINEERING SHEET: 1 of 2 TBIPE FIRM N0.145,OORP FlRN NO.10032400 DRAWN B Y: R LG 2725 SIRM NO. OR,CORPUS CHRIST,TX 7&604 PHONE 381,854.3101 WWW.uRBANENG.COM urbansurveyl®urbaneng.com ®2017 b UrbanEn ineerin U Sec rpt to„ t� R ,c Park Si e o r as Par l o JPI Wranosky Park o 6 c Cayo Del Oso Q o -- V ppfrj a q > � c• R e, toy 01, 0(1 0 0��� 0� O J �o castl nC9 �a o o� i0 Par Far a� , °J Joie oc Serk. @ o � a' c cr Rett Plactoro m Park Montree' eg Utr eo ��o�dos Aeo s tree a co .� OS �S top °O ReV20 o este �tso aeo`�o Alazan Roe o l-7 - COUNTY OF NUECES LOCATION MAP N.T.S. CITY OF CORPUS CHRISTI Exhibit E DATE: August 11, 2016 uRBAN E: NTS OBLNO.: 23808.B6.01 ENGINEERING SHEET: 2 of 2 7BPE FIRM NO.145,7BPL5 FIRM NO.10032400 DRAWN B Y: R LG 2725 SWANTNER DR,CORPUS CHRIST,TX 78404 PHONE: 381.854.3101 WWW.URBANENr.COM urbansurveyl Ourbaneng.com D2 16 b Urban En ineerin Easement Closure for Flour Bluff and Encinal Farm and Garden Tracts, Section 40, Lot 8 and Shoreline Vista, Block 10, Lot 1 City Council Presentation December 12, 2017 Aerial Overview ;ed 15' wide easement losure Vicinity Map Existing property line to be removed with re -plat 7.5' wide X 117.5' long c4` www Staff Recommendations Staff recommends: • Approval of the proposed Easement Closure. s cr� AGENDA MEMORANDUM 'YcONPON PIES 1852 First Reading Ordinance for the City Council Meeting of December 12, 2017 Second Reading for the City Council Meeting of December 19, 2017 DATE: November 17, 2017 TO: Margie C. Rose, City Manager FROM: William J. Green, P.E., Interim Director, Development Services Department BiIIG@cctexas.com (361) 826-3276 Exemption from the Wastewater Lot or Acreage Fees for Holly Industrial Subdivision, Lot 1-B located east of Ayers Street and north of Holly Road CAPTION: Ordinance exempting Holly Industrial Subdivision, Lot 1-B located north of Holly Road and east of Ayers Street from the payment of wastewater lot or acreage fees under Section 8.5.2.G.1 of the Unified Development Code; requiring the owner/developer to comply with the specified conditions. PURPOSE: Exempt the property owner of Holly Industrial Subdivision Lot 1-B from paying $ 2,529.31 in wastewater lot or acreage fees subject to the execution of a Sanitary Sewer Connection Agreement. BACKGROUND AND FINDINGS: Tradewinds Consulting Group, on behalf of Arnold P. Leal, property owner, submitted a request for a waiver for wastewater infrastructure construction per Section 8.2.7.A of the Unified Development Code (UDC). An exemption is being requested from the Wastewater lot or acreage fees in the accordance with Section 8.5.2.G.1 of the UDC. The subject property, 2520 Holly Road, under plat consideration, Holly Industrial Subdivision Lot 1-B is located east of Ayers Street and north of Holly Road. The subject property consists of 1.615 acres. The applicant is proposing to erect a billboard on the subject property. The waiver request complies with the UDC Section 8.2.7.B.1.d.ii as wastewater service C:\Users\legistar\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@380D2377\@BCL@380D2377.doc is not reasonably accessible to this property. The nearest wastewater service manhole is approximately 1,700 linear feet (If) to the southeast corner of property (Lot 1 B). The manhole elevation is at 14.4 feet. The approximate construction cost for the wastewater improvements are $ 213,831.00 of which approximately $ 10,117.24 may be reimbursable to the owner/developer from the city's Sanitary Sewer Trunk System Trust Fund per UDC Section 8.5.2.E.2. The approximate remaining wastewater improvements cost of$ 203,713.76, would be the responsibility of the owner/developer. Due to the property being located outside the 1,000 foot benchmark of a reasonably accessible collection line of adequate capacity, the wastewater improvement requirement creates a burden for the industrial lot. The fee exemption request complies with the UDC Section 8.2.7.B.1.d.ii as the UDC Section 8.5.2.G states that City Council, with Planning Commission's recommendation, may exempt a tract of land from the wastewater lot/acreage fees provided the area has been determined to not likely to be served with wastewater services within the next 15 years. ALTERNATIVES: Deny the request. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: Not Applicable EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: On September 20, 2017, the Planning Commission recommended City Council approve the wastewater exemption subject to a Sanitary Sewer Connection Agreement. C:\Users\legistar\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@380D2377\@BCL@380D2377.doc FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital D Not applicable Project to Date Fiscal Year: 2017- Expenditures 2018 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): COMMENTS: None RECOMMENDATION: On September 20, 2017 the Planning Commission recommended that City Council approve the exemption of the wastewater lot and acreage fees subject to a Sanitary Sewer Connection Agreement. The agreement will require payment of the pro-rata fee in effect when public wastewater service becomes available. The agreement will also require payment of the wastewater lot and acreage fees in effect if public wastewater becomes available within 15 years of the plat being filed for record. RECOMMENDATION: Approve wastewater lot or acreage fee exemption. LIST OF SUPPORTING DOCUMENTS: Ordinance Sanitary Sewer Connection Agreement Presentation C:\Users\legistar\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@380D2377\@BCL@380D2377.doc ORDINANCE EXEMPTING HOLLY INDUSTRIAL SUBDIVISION, LOT 1B, LOCATED NORTH OF HOLLY ROAD AND EAST OF AYERS STREET, FROM THE PAYMENT OF THE WASTEWATER LOT OR ACREAGE FEES UNDER SECTION 8.5.2.G.1 OF THE UNIFIED DEVELOPMENT CODE; REQUIRING THE OWNER/DEVELOPER TO COMPLY WITH THE SPECIFIED CONDITIONS. WHEREAS, Holly Industrial Subdivision, Located North of Holly Road and East of Ayers Street is not currently served by the City wastewater system-, WHEREAS, the owner/developer has submitted a written request that the Subdivision be exempt from the payment of wastewater lot or acreage fees based on the determination that it is not likely that the area will be served by the City wastewater system within the next fifteen (15) years-, WHEREAS, based on Section 8.5.2.G.1 of the Unified Development Code of the City of Corpus Christi, the Planning Commission recommend the City Council that the area is not likely to be served by the City wastewater system within the next fifteen (15) years and that the Subdivision be exempt from the payment of wastewater lot or acreage fees at this time. NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. Pursuant to the request of Holly Industrial Subdivision, Lot 1 B, Arnold P. Leal ("owner"), the Planning Commission recommends the City Council approving the applicant's request to waive wastewater lot or acreage fees in accordance with Section 8.5.2.G.1 of the Unified Development Code of the City of Corpus Christi. SECTION 2. The exemption from the payment of wastewater lot or acreage fees, pursuant to Section 8.5.2.G.1 of the Unified Development Code of the City of Corpus Christi, is conditioned upon owner/developer compliance with the following: a. That the owner/developer of the Subdivision enter into a Sanitary Sewer Connection Agreement with conditions (copy of Agreement attached hereto and incorporated herein to this Ordinance for all purposes). b. That the Sanitary Sewer Connection Agreement requires payment of the wastewater lot or acreage, pro-rata, and tap fees at the rate in effect at the time of connection to City wastewater. c. That the Sanitary Sewer Connection Agreement be recorded in the Office of the Nueces County Clerk's Office prior to the recordation of the plat. d. That the Sanitary Sewer Connection Agreement and covenants contained in the agreement are covenants running with the land. K:\DEVELOPMENTSVCS\SHARED\LEGISTAR\2017 CC AGENDA ITEMS\12-12-2017\HOLLY INDUSTRIAL WW EXEMPTION REQUEST\DO NOT UPLOAD\ORDINANCE- HOLLY SUBDIVISION LOT 1B.DOC That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20177 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 , 20177 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\LEGISTAR\2017 CC AGENDA ITEMS\12-12-2017\HOLLY INDUSTRIAL WW EXEMPTION REQUEST\DO NOT UPLOAD\ORDINANCE- HOLLY SUBDIVISION LOT 1B.DOC SANITARY SEWER CONNECTION AGREEMENT STATE OF TEXAS § COUNTY OF NUECES § THIS AGREEMENT is entered into between the City of Corpus Christi, a Texas Home-Rule Municipal Corporation, P.O. Box 9277, Corpus Christi, Texas 78469-9277, hereinafter called "City" and Arnold P. Leal, 5206 Ponderosa Lane Corpus Christi, Texas 78415 hereinafter called "Developer/Owner". WHEREAS, Developer/Owner in compliance with the City's Unified Development Code, has submitted the plat for Holly Industrial Subdivision Lot 1-B, hereinafter called "Development," (Exhibit 1); and, WHEREAS, wastewater construction plans and construction are a requirement of the plat, and WHEREAS, the Development Services Engineer has determined that sanitary sewer is not reasonably available or of sufficient capacity; and WHEREAS, City agrees to allow Developers/Owner to record the plat of the Development Property without initial construction of wastewater laterals and collection lines; and NOW THEREFORE, for the consideration set forth hereinafter, the City and Developer agree as follows- Developer/Owner agrees for itself, its successors, transferees, and assigns, as follows- 1. ollows:1. to connect to City sewer at such time as a wastewater manhole is located at the frontage of the property or a wastewater line extends along the frontage of the property; 2. to pay wastewater acreage fees at the rate in effect at the time of connection if wastewater services are available within fifteen (15) years from the recording date of the plat; and 3. to pay tap fees and pro rata fees at the time of connection to City wastewater. City agrees: 1. to allow property to use on-site wastewater treatment in compliance with State and local regulations; Sanitary Sewer Connection Agreement Holly Industrial Subdivision Lot tB Page 2 of 4 INDEMNIFICATION: DEVELOPER/OWNER, COVENANTS TO FULLY INDEMNIFY, SAVE AND HOLD HARMLESS THE CITY OF CORPUS CHRISTI, ITS OFFICERS, EMPLOYEES, AND AGENTS, ("INDEMNITEES") AGAINST ANY AND ALL LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS AND ACTIONS OF ANY NATURE WHATSOEVER ON ACCOUNT OF PERSONAL INJURIES (INCLUDING, WITHOUT LIMITATION ON THE FOREGOING, WORKERS' COMPENSATION AND DEATH CLAIMS), OR PROPERTY LOSS OR DAMAGE OF ANY KIND WHATSOEVER, WHICH ARISE OUT OF OR ARE IN ANY MANNER CONNECTED WITH, OR ARE CLAIMED TO ARISE OUT OF OR BE IN ANY MANNER CONNECTED WITH THE CONSTRUCTION, INSTALLATION, EXISTENCE, OPERATION, USE, MAINTENANCE, REPAIR, RESTORATION, OR REMOVAL OF THE PUBLIC IMPROVEMENTS ASSOCIATED WITH THE DEVELOPMENT OF HOLLY INDUSTRIAL SUBDIVSION LOT 1B, INCLUDING THE INJURY, LOSS OR DAMAGE CAUSED BY THE SOLE OR CONTRIBUTORY NEGLIGENCE OF THE INDEMNITEES OR ANY OF THEM. This agreements and covenants set forth herein are covenants running with the land, to be filed in the Office of the Nueces County Clerk Office, and shall be binding on Developer/Owner, its successors and assigns, and shall inure to the benefit of the parties hereto and their respective heirs, successors, and assigns and to third party beneficiaries from and after the date of execution. EXECUTED original, thi1 y of Llfs 2017. DEVELOPER/OWNERS: rnold P. Leal, Own r STATE F TEXAS COUNTY OF NUECES Thi in tr ent was acknowledged before me pn this ay o 2017, by / KENE D SAPENTE1 Notary ID 01266771lD5 d My Commission Ex'p' s NotaryPublic, State of x 5 +saes*' ober 15,2621 Sanitary Sewer Connection Agreement Holly Industrial Subdivision Lot 1 B Page 3 of 4 CITY OF CORPUS CHRISTI: ATTEST: By: By: Rebecca Huerta William J. Green P.E. City Secretary Development Services Interim Director THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was signed by William J. Green, P.E., Development Services Interim Director, for the City of Corpus Christi, Texas, and acknowledged before me on the day of , 2017. Notary Public, State Of Texas APPROVED as to form: By: Buck Brice Assistant City Attorney For City Attorney Sanitary Sewer Connection Agreement Holly Industrial Subdivision Lot 1 B Page 4 of 4 fi L m 00 .6e �71 TO Ij xa 91 x LJ:z Ll CL U CO 61 1-1 u Er. o rr dl - Lu LL'uj LLJ I and-T, EXHIBIT 1 Wastewater lot or acreage fee exemption for Holly Industrial Subdivision, Lot 16 City Council Meeting December 12, 2017 Aerial Overview Holly Industrial Subdivision, Lot 16 Nearest Waste Water Manhole Holly Industrial Subdivision, Lot 16 Manhole Required WW Improvements Offsite -1,700 If Approx. Cost- $ 171,235.00 of which $ 10,117.24 may be reimbursable Staff Recommendation ➢ Approve wastewater lot or acreage fee exemption request. se O � H AGENDA MEMORANDUM Nqq POP PtE 1852 First Reading Ordinance for the City Council Meeting of December 12, 2017 Second Reading for the City Council Meeting of December 19, 2017 DATE: November 17, 2017 TO: Margie C. Rose, City Manager FROM: William J. Green, P.E., Interim Director, Development Services Department BiIIG@cctexas.com (361) 826-3276 Exemption from the Wastewater Lot or Acreage Fees for Harris Acres, Lot 1, Block 1 located west of Flour Bluff Drive and north of Glenoak Drive CAPTION: Ordinance exempting Harris Acres, block 1 lot 1, north of Glenoak Drive and west of Flour Bluff Drive, from the payment of the wastewater lot or acreage fees under section 8.5.2.g.1 of the Unified Development Code; requiring the owner/developer to comply with the specified conditions. PURPOSE: Exempt the property owner of Harris Acres, Lot 1, Block 1 from paying $ 6,393.97 in wastewater acreage fees subject to the execution of a Sanitary Sewer Connection Agreement. BACKGROUND AND FINDINGS: Urban Engineering, on behalf of David E. Harris and Christine L. Harris, property owner, submitted a request for an exemption from the Wastewater Lot/Acreage Fees in the accordance with UDC Section 8.5.2.G. UDC Section 8.5.2.G states that City Council, with Planning Commission's recommendation, may exempt a tract of land from the wastewater lot/acreage fees provided the area is not likely to be served with wastewater services within the next 15 years. The potential Wastewater Lot/Acreage Fees are approximately $ 6,393.97, based on the rate of$1,571.00 per acre. The subject property consists of 4.07 acres. The subject property, known as Harris Acres, Lot 1, Block 1 is located west of Flour C:\Users\legistar\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@380DD07C\@BCL@380DD07C.doc Bluff Drive and north of Glenoak Drive (See Exhibit 1). There are no wastewater services within a reasonable distance. According to the adopted wastewater master plan, the subject property is to be served by an existing lift station on Flour Bluff Drive. Attached is the wastewater layout and cost estimate. The subject property is not likely to be served with wastewater service within the next 15 years. Presently, surrounding properties are either undeveloped or serviced by on-site sewage facility infrastructure. The applicant has paid the referred fees and recorded the plat. If City Council approves the request with Planning Commission recommendation, the subject fees will be refunded to the property owner. Staff does not anticipate availability of service within the 15 year term, unless a major capital investment is initiated. ALTERNATIVES: Deny the request. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: Not Applicable EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: On October 19, 2016, the Planning Commission recommended City Council approve the wastewater exemption subject to a Sanitary Sewer Connection Agreement. FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital D Not applicable Project to Date Fiscal Year: 2017- Expenditures 2018 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): C:\Users\legistar\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@380DD07C\@BCL@380DD07C.doc COMMENTS: None RECOMMENDATION: On October 19, 2016 the Planning Commission recommended that City Council approve the exemption of the wastewater lot and acreage fees subject to a Sanitary Sewer Connection Agreement. The agreement will require payment of the pro-rata fee in effect when public wastewater service becomes available. The agreement will also require payment of the wastewater lot and acreage fees in effect if public wastewater becomes available within 15 years of the plat being filed for record. RECOMMENDATION: Approve wastewater lot or acreage fee exemption. LIST OF SUPPORTING DOCUMENTS: Ordinance Sanitary Sewer Connection Agreement Presentation C:\Users\legistar\AppData\Local\Temp\BCL Technologies\easyPDF 8\@BCL@380DD07C\@BCL@380DD07C.doc ORDINANCE EXEMPTING HARRIS ACRES, BLOCK 1 LOT 1, NORTH OF GLENOAK DRIVE AND WEST OF FLOUR BLUFF DRIVE, FROM THE PAYMENT OF THE WASTEWATER LOT OR ACREAGE FEES UNDER SECTION 8.5.2.G.1 OF THE UNIFIED DEVELOPMENT CODE; REQUIRING THE OWNER/DEVELOPER TO COMPLY WITH THE SPECIFIED CONDITIONS. WHEREAS, Harris Acres, Block 1 Lot 1, North of Glenoak Drive and West of Flour Bluff Drive is not currently served by the City wastewater system-, WHEREAS, the owner/developer has submitted a written request that the Subdivision be exempt from the payment of wastewater lot or acreage fees based on the determination that it is not likely that the area will be served by the City wastewater system within the next fifteen (15) years-, WHEREAS, based on Section 8.5.2.G.1 of the Unified Development Code of the City of Corpus Christi, the Planning Commission recommends to the City Council that the area is not likely to be served by the City wastewater system within the next fifteen (15) years and that the Subdivision be exempt from the payment of wastewater lot or acreage fees at this time. NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: SECTION 1. Pursuant to the request of Harris Acres, Block 1 Lot 1, David E. & Christine L. Harris ("owners"), the Planning Commission recommends the City Council approving the applicant's request to waive wastewater lot or acreage fees in accordance with Section 8.5.2.G.1 of the Unified Development Code of the City of Corpus Christi. SECTION 2. The exemption from the payment of wastewater lot or acreage fees, pursuant to Section 8.5.2.G.1 of the Unified Development Code of the City of Corpus Christi, is conditioned upon owner/developer compliance with the following: a. That the owner/developer of the Subdivision enter into a Sanitary Sewer Connection Agreement with conditions (copy of Agreement attached hereto and incorporated herein to this Ordinance for all purposes). b. That the Sanitary Sewer Connection Agreement requires payment of the wastewater lot or acreage, pro-rata, and tap fees at the rate in effect at the time of connection to City wastewater. c. That the Sanitary Sewer Connection Agreement be recorded in the Office of the Nueces County Clerk's Office prior to the recordation of the plat. d. That the Sanitary Sewer Connection Agreement and covenants contained in the agreement are covenants running with the land. K:\DEVELOPMENTSVCS\SHARED\LEGISTAR\2017 CC AGENDA ITEMS\12-12-2017\HARRIS ACRES WWEXEMPTION\DO NOT UPLOAD\ORDINANCE-HARRIS ACRES.DOC That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20177 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 , 20177 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\LEGISTAR\2017 CC AGENDA ITEMS\12-12-2017\HARRIS ACRES WWEXEMPTION\DO NOT UPLOAD\ORDINANCE-HARRIS ACRES.DOC Sanitary Sewer Connection Agreement Harris Acres Block 1 Lot I Page I of 4 SANITARY SEWER CONNECTION AGREEMENT STATE OF TEXAS § COUNTY OF NUECES § THIS AGREEMENT is entered into between the City of Corpus Christi, a Texas Home-Rule Municipal Corporation, P.O. Box 9277, Corpus Christi, Texas 78469-9277, hereinafter called "City' and David E. and Christine L. Harris, 922 Glenoak Dr., Corpus Christi, Texas 78418 hereinafter called "Developer/Owner". WHEREAS, Developer/Owner in compliance with the City's Unified Development Code, has submitted the plat for Harris Acres Block 1 Lot 1, hereinafter called "Development," (Exhibit 1); and, WHEREAS, wastewater construction plans and construction are a requirement of the plat, and WHEREAS, the Development Services Engineer has determined that sanitary sewer is not reasonably available or of sufficient capacity; and WHEREAS, City agrees to allow Developers/Owner to record the plat of the Development Property without initial construction of wastewater laterals and collection lines; and NOW THEREFORE, for the consideration set forth hereinafter, the City and Developer agree as follows: Developer/Owner agrees for itself, its successors, transferees, and assigns, as follows: 1. to connect to City sewer at such time as a wastewater manhole is located at the frontage of the property or a wastewater line extends along the frontage of the property; 2. to pay wastewater acreage fees at the rate in effect at the time of connection if wastewater services are available within fifteen (15) years from the recording date of the plat; and 3. to pay tap fees and pro rata fees at the time of connection to City wastewater. City agrees: 1. to allow property to use on-site wastewater treatment in compliance with State and local regulations; Sanitary Sewer Connection Agreement Harris Acres Block 1 Lot 1 Page 2 of INDEMNIFICATION: DEVELOPER/OWNER, COVENANTS TO FULLY INDEMNIFY, SAVE AND HOLD HARMLESS THE CITY OF CORPUS CHRISTI, ITS OFFICERS, EMPLOYEES, AND AGENTS, ("INDEMNITEES") AGAINST ANY AND ALL LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS AND ACTIONS OF ANY NATURE WHATSOEVER ON ACCOUNT OF PERSONAL INJURIES (INCLUDING, WITHOUT LIMITATION ON THE FOREGOING, WORKERS' COMPENSATION AND DEATH CLAIMS), OR PROPERTY LOSS OR DAMAGE OF ANY KIND WHATSOEVER,WHICH ARISE OUT OF OR ARE 1N ANY MANNER CONNECTED WITH, OR ARE CLAIMED TO ARISE OUT OF OR BE IN ANY MANNER CONNECTED WITH THE CONSTRUCTION, INSTALLATION, EXISTENCE, OPERATION, USE, MAINTENANCE, REPAIR, RESTORATION, OR REMOVAL OF THE PUBLIC IMPROVEMENTS ASSOCIATED WITH THE DEVELOPMENT OF HARRIS ACRES BLOCKI LOT 1, INCLUDING THE INJURY, LOSS OR DAMAGE CAUSED BY THE SOLE OR CONTRIBUTORY NEGLIGENCE OF THE INDEMNITEES OR ANY OF THEM. This agreements and covenants set forth herein are covenants running with the land, to be filed in the Office of the Nueces County Clerk Office, and shall be binding on Developer/Owner, its successors and assigns, and shall inure to the benefit of the parties hereto and their respective heirs, successors, and assigns and to third party beneficiaries from and after the date of execution. EXECUTED original, this 18th day of October , 2017. DEVELOPER/OWNERS: David E. Harris, Owner Christine L. Harris, Owner STATE OF TE COUNTY OF NUECES n this , day of .-U 2 17, by , i Ins ent was acknowledged b re e o rnww'xnwxwwwxww�..rvwrmRxzwa.wew�r.x..P : n� A El "N ;S1 LU ESENDEZ 680183 8ry Public "o� rExAsoto Pui lic, St of exas Exp, a2.2a 2020 * Sanitary Sewer Connection Agreement Harris Acres Block 1 Lot 1 Page 3 of 4 STATE OF TEXAS COUNTY OF NUECES This instrum nt was acknowle i ore me , ,d def on this � "' , day of MARISELDA LUGD DRESENDEZID*68d�16b Notary RJI N bryPublic, Sta of TexasSTATE aR TMy Comm, Exp 0 CITY OF CORPUS CHRISTI: ATTEST: By: By: Rebecca Huerta William J. Green P.E. City Secretary Development Services Interim Director THE STATE OF TEXAS COUNTY OF NUECES This instrument was signed by William J. Green, P.E., Development Services Interim Director, for the City of Corpus Christi, Texas, and acknowledged before me on the day of , 2017. Notary Public, State Of Texas APPROVED as to form: By: Buck Brice Assistant City Attomey For City Attorney Sanitary Sewer Connection Agreement Harris Acres Block 1 Lot 1 Page 4 of 4 Lt maw �4� < �E 6 ET .ozca ° 6v Vi E.L1:1 v 77 .,� m aQ�qy' ° Illi oc Q E ° ) t h �H II �� f I I � � i I " i i EXHIBIT 1 Proposed Wastewater Layout WASTEWATER EXHIBIT FOR LOT 1, BLOCK 1; HARRIS ACRES Preliminary Cost Estimate Eng: Murf Hudson. P.E. By: C.R.R. Preliminary Wastewater Estimate for HARRIS ACRES SUBDIVISION Corpus Christi, Texas Sept. 11, 2017 Job No. 20417.86.00 ITEM DESCRIPTION QUAN. QUAN. + UNIT UNIT TOTAL 10% PRICE COST A, GRAVITY WASTEWATER ESTIMATE: 1 i5" PVC (18'-20Cul) 1,287 1,416 LF 5150.00 5212,400.00 2 12" PVC (16'-18' Cul) 928 1,021 LF 5135.00 5137,835.00 3 12" PVC (1446' Cut) 1,000 1,100 LF 5120.00 5132,000.00 4 10" PVC (12'-14' Cut) 586 645 LF 5110.00 570,950.00 5 10" PVC (13-12' Cul) 689 758 LF 595.00 572,010.00 6 10" PVC (8-10' Cut) 724 796 LF 576.00 $59,700.00 7 8" PVC (6'-8' Cul) 500 550 LF 537.50 520.625.00 8 8" PVC (4'-6' Cul) 400 440 LF $32.60 514.3 0.0 9 Embedment 6,114 6,725 LF 57.50 $50,437.50 10 OSHA Trench Protection 5,914 6,505 LF 51.50 59.757.50 11 Weil Pointing 4,490 4,939 LF $15,00 $74,085.00 12 6' Diameter Manhole (18'-20' Deep) 2 2 EA 512,000.00 524.000.00 13 6' Diameter Manhole (16'-18' Deep) 2 2 EA 511.250,00 522,500.00 14 6' Diameter Manhole (14'-16' Deee) 2 2 EA 59,550.00 $19,100.00 15 6' Diameter Manhole (12'-14' Deep) 2 2 EA 59,050.00 $1 ,100,00 16 4' Diameter Manhole (10'-12' Deep) EA 58,335.00 58,335.00 17 4' Diameter Manhole (8'-10' Deep) 1 1 EA $6,500,00 $6.500.00 18 4' Diameter Manhole (6'-8' Deep) 2 2 EA 55,500.00 511 000.00 19 4' Diameter Manhole (4.-6' Deep) 1 1 EA 55,000.00 55.000.00 20 Driveway Repair l 1 LS 510,000,00 510,000.00 21 Pavemen1 Repair 1 1 LS 525.000.00 $25.000,00 22 12- PVC Stub -outs 1 1 LS 55,000.00 $5,000.00 23 LotSeMceCorrnecUons 17 17 EA 5876.00 $14,876,00 GRAVITY WASTEWATER SUB -TOTAL: $1,023,510.00 ENGINEERING FEE & ADMINISTRATION: 586.998.35 TOPOGRAPHIC SURVEY AND STAKING: $51,175.50 I TOTAL ESTIMATED IMPROVE ENTS COSTS: 51,161,683.85 Wastewater lot or acreage fee exemption for Harris Acres, Block 1, Lot 1 City Council Meeting December 12, 2017 Aerial Overview Ha i Acres Block 1 Lot 1 (&07 Acres) Re o-rr'vements Offsite -6,200 If L St - Approximately $1.5M Nearest Waste Water Manhole Ha Acres Block 1 Lot 1 (4 O7 Acres) Staff Recommendation ➢ Approve wastewater lot or acreage fee exemption. se �' as 0 E N'ORPOR ED 1852 AGENDA MEMORANDUM Future Item for the City Council Meeting of December 12, 2017 Action Item for the City Council Meeting of December 19, 2017 DATE: November 27, 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 Refunding of Choke Canyon Debt CAPTION: Ordinance authorizing the issuance of "City of Corpus Christi, Texas Utility System Subordinate Lien Revenue Refunding Bonds, Series 2018" in an amount not to exceed $34,835,000; making provisions for the payment and security thereof by a subordinate and inferior lien on and pledge of the net revenues of the City's Utility System; 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 the ordinance; and providing an effective date. PURPOSE: The City of Corpus Christi has requested the refunding of its Utility System revenue obligations related to Choke Canyon Dam in an amount not to exceed $34,835,000 from the Texas Water Development Board (TWDB) with City-issued refunding bonds to be purchased by the TWDB through its Water Development Fund (DFund). The DFund is a state-funded loan program that provides financing for various types of water infrastructure projects. It does not receive federal subsidies and is not subject to federal crosscutters. The DFund enables the TWDB to fund multiple eligible components in one loan to its borrowers. The interest rate on a DFund loan varies depending on market conditions, and it is estimated to be 2.45% for the City's refunding bonds. In order to proceed forward, the City Council is now being asked to authorize the issuance of the City's Utility System Subordinate Lien Revenue Refunding Bonds, as well as to approve the financing agreement with the TWDB. The deadline to submit the financing agreement to the TWDB is December 20, 2017 in order to adhere to a March 2018 bond closing. BACKGROUND AND FINDINGS: On March 28, 2017, the City Council authorized the issuance of "City of Corpus Christi, Texas Utility System Junior Lien Revenue Refunding Bonds" in an amount not to exceed $77,520,000. These bonds encompassed several series of Utility System Revenue Bonds which were eligible to be refunded - in addition to the debt related to Choke Canyon Dam. The refunding of the Utility System Revenue Bonds was effectuated on July 11, 2017 in the amount of $27,670,000. The net present value savings of this transaction was over $2 million or 7.581% of the refunded principal. The remaining authorization from the March 28, 2017 City Council action is the debt related to the construction of Choke Canyon Dam —which is included in this agenda item. The debt related to Choke Canyon Dam is unique for the City of Corpus Christi because it did not result from the issuance of Utility System Revenue Bonds. It is a loan from the United States Bureau of Reclamation (Bureau) for the construction of the Choke Canyon Dam, reservoir and related facilities on the Frio River about four miles west of the City of Three Rivers, Texas. The note payable was a 60-year loan with a 5.116% interest rate. The loan is scheduled to be paid off in 2044 and has an escalating debt service schedule with low payments in the first several years. The initial principal of the note payable to the Bureau for the construction of Choke Canyon Dam was $39,847,094 in 1983 and peaked at $72,927,761 in 2000 as project costs continued to be added to the principal. In 1987 the City Council established an annuity (i.e. "Reserved for Choke Canyon" account) to levelize the payments made from the City's Water Fund to the Bureau for the Choke Canyon debt. In the initial years of the loan, payments of $3,245,000, which were greater than the actual debt service payment to the Bureau from the Water Fund, were made, with the excess going into the reserve fund. This excess was paid through a rate surcharge on inside city-limit (ICL) and outside city-limit (OCL) metered treated water customers (ratepayers.) Now that the actual debt service payments are higher, the annuity is used to maintain the level payments in the Water Fund at an annual amount of $1,124,525. This amount varies depending on the actual investment earnings in the reserve. Credit for the reserve draw- downs is only applied to the raw water cost adjustment for ratepayers. The balance in the reserve account should be depleted by 2030. The current outstanding balance for the Choke Canyon debt as per the Bureau of Reclamation is $42,207,146.50. See attached letter. At the City Council workshop on April 5, 2017, Mayor Joe McComb asked if City staff stated they had contacted the Bureau to see if the debt could be forgiven. City staff had previously spoken with the Bureau in September and October 2016 regarding the forgiveness of the City's debt. Mayor McComb asked staff to contact the Bureau again, along with United States (U.S.) Representative Blake Farenthold to inquire if policies had changed under the new presidential administration. Council Member Greg Smith asked this be done as expeditiously as possible considering the City Council's action to refund the debt. On April 10, 2017, City staff, bond counsel, and financial advisor spoke with Linda Temple and James Howard from the Bureau. Regarding debt forgiveness, Bureau officials indicated the City could pre-pay the debt at any time. No polices had changed regarding debt forgiveness, which require legislative action by congress. As with previous congressional debt forgiveness actions, the Bureau would only support such an action if the title for the Dam changed from the Bureau to the City, and the Bureau was no longer liable for ongoing operation and maintenance (O&M) costs. We discussed the process for transferring the title to the City and were told that if the City agreed to transferring title, then the Bureau would support either debt forgiveness or debt reduction. We also discussed the ramifications of doing so. The Dam is over 30- years old and has some fairly significant O&M issues and future potential dam safety needs. We were told the Bureau is planning to spend over $1 million in repairs over the next three years — which would be the responsibility of the City if title were transferred. Currently, the Bureau shares in 33.6% of the O&M costs of the Dam and would continue to do so even after the debt has been repaid, unless Congress directs otherwise. The Bureau currently provides a credit to the City's annual repayment obligation each year for the Bureau's share of the prior year's O&M expenses. Following a payout, the Bureau would provide a direct payment to the City each year for the Bureau's share of the prior year's O&M costs. We were also told the Bureau currently will pay 85% for any dam safety concerns but likely would not continue to do so if title transferred. As a result of these discussions, City staff moved forward with the refunding of the debt with the TWDB. On May 30, 2017, the City Council approved submitting an application to the TWDB for financial assistance (in the form of the TWDB's commitment to purchase the City's refunding bonds) in an amount not to exceed $50,000,000. The application was submitted to the TWDB on July 18, 2017. In the meantime, City staff was asked again to check with U.S. Representative Farenthold to determine if the loan forgiveness was possible. In July 2017, the City's Intergovernmental Relations Director (IGR) discussed loan forgiveness legislation with U.S. Representative Farenthold and the City's federal lobbyist, Larry Meyers. Without data to back-up the City's reason for making the request, a legislative solution would not be successful. Therefore, City staff proceeded with the refunding through the TWDB. The TWDB accepted the City's application and did its required due diligence of reviewing the application in the months of August and September 2017. On October 17, 2017, the TWDB unanimously approved by resolution a request from the City for $34,835,000 in financial assistance from the TWDB to refinance the construction of the Choke Canyon Dam project. Approximately $8 million of the outstanding balance will be cash funded through the "Reserved for Choke Canyon" account — leaving a balance in that account of approximately $4.5 million that can be used by the Water Fund. The TWDB debt is structured as 12-year Utility System Third Lien Revenue Bonds at an estimated interest rate of 2.45% - with the last payment being made in September 2029. This structure reduces the outstanding amount owed by approximately $7.9 million and eliminates 15 years of debt payments since the original loan was payable until 2044. The other very appealing feature of this transaction is that the TWDB is willing to accept a subordinate, third lien on net revenues for the repayment of the proposed bonds. This means that the bonds will be on parity with the current loan and will not impact debt service coverages or utility rates. This willingness from the TWDB to accept a third lien on net revenues was one of the main deciding factors in proceeding with the TWDB. Additionally, savings will be realized since no bond ratings will be required, and no underwriters' discount will be paid since the bonds will be purchased by the TWDB. Now that the application was approved by the TWDB on October 17, 2017, the next step is for the City Council to approve the issuance of the City's Utility System Subordinate Lien Revenue Refunding Bonds and financing agreement. If approved, it is anticipated that the transaction will close on March 27, 2018. ALTERNATIVES: Do not refund the Bureau of Reclamation's loan to the City of Corpus Christi. 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 Services FINANCIAL IMPACT: X Not Applicable ❑ Operating Expense ❑ Revenue ❑ CIP Project to Date Exp. Current Future FISCAL YEAR: (CIP Only) Year Years TOTALS Budget - - - - Encumbered/Expended amount of(date) - - -This item - $ - - $ - BALANCE - $ - - $ - FUND(S): COMMENTS: n/a RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Financing Agreement Letter from the United States Department of Interior Bureau of Reclamation regarding Repayment of Obligation DRAFT 11/09/17 ORDINANCE NO. AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM SUBORDINATE LIEN REVENUE REFUNDING BONDS, SERIES 2018" IN AN AMOUNT NOT TO EXCEED $34,835,000; MAKING PROVISIONS FOR THE PAYMENT AND SECURITY THEREOF BY A SUBORDINATE AND INFERIOR LIEN ON AND PLEDGE OF THE NET REVENUES OF THE CITY'S UTILITY SYSTEM; 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 82504375.5 TABLE OF CONTENTS Page SECTION 1. Authorization-Designation-Principal Amount-Purpose............................ 3 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 SECTION4. Redemption....................................................................................................... 6 SECTION 5. Execution-Registration................................................................................... 7 SECTION 6. Registration-Transfer-Exchange of Bonds-Predecessor Bonds................ 8 SECTION 7. Initial Bond....................................................................................................... 9 SECTION8. Forms ................................................................................................................ 9 SECTION 9. Definitions....................................................................................................... 18 SECTION 10. Pledge of Subordinate Lien Pledged Revenues .............................................. 27 SECTION 11. Rates and Charges........................................................................................... 27 SECTION12. System Fund.................................................................................................... 28 SECTION 13. Bond Fund - Excess Funds ............................................................................. 29 SECTION14. Reserve Fund .................................................................................................. 30 SECTION 15. Deficiencies-Excess Subordinate Lien Pledged Revenues .......................... 32 SECTION 16. Payment of Bonds........................................................................................... 32 SECTION17. Investments..................................................................................................... 32 SECTION18. Covenants........................................................................................................ 33 SECTION 19. Issuance of Additional Priority Bonds, Additional Junior Lien Obligations, Additional Subordinate Lien Obligations, and Additional Inferior Lien Obligations...................................................................................................... 36 SECTION 20. Refunding Bonds ............................................................................................ 39 SECTION 21. Issuance of Special Project Bonds.................................................................. 39 SECTION 22. Security of Funds............................................................................................ 39 SECTION 23. Remedies in Event of Default......................................................................... 39 SECTION 24. Notices to Holders Waiver.............................................................................. 40 SECTION 25. Bonds Are Negotiable Instruments................................................................. 40 SECTION 26. Cancellation.................................................................................................... 40 SECTION 27. Mutilated, Destroyed, Lost, and Stolen Bonds............................................... 40 SECTION 28. Confirmation of Sale; Approval of Private Placement Memorandum............ 41 SECTION 29. Compliance with Purchaser's Rules and Regulations .................................... 41 SECTION 30. Escrow Deposit Letter- Approval and Execution.......................................... 43 82504375.5 _i_ TABLE OF CONTENTS (continued) Page SECTION 31. Proceeds of Sale; Contribution from the City................................................. 43 SECTION 32. Redemption of Refunded Obligations ............................................................ 43 SECTION 33. Covenants to Maintain Tax-Exempt Status .................................................... 44 SECTION 34. Control and Custody of Bonds........................................................................ 47 SECTION 35. Satisfaction of Obligation of City................................................................... 48 SECTION 36. Ordinance a Contract; Amendments—Outstanding Bonds............................ 49 SECTION 37. Printed Opinion............................................................................................... 49 SECTION 38. CUSIP Numbers.............................................................................................. 49 SECTION 39. Effect of Headings .......................................................................................... 50 SECTION 40. Benefits of Ordinance..................................................................................... 50 SECTION 41. Inconsistent Provisions ................................................................................... 50 SECTION 42. Governing Law ............................................................................................... 50 SECTION43. Severability..................................................................................................... 50 SECTION 44. Incorporation of Preamble Recitals ................................................................ 50 SECTION 45. Authorization of Paying Agent/Registrar Agreement..................................... 50 SECTION 46. Authorization of Financing Agreement.......................................................... 50 SECTION 47. Application to Texas Water Development Board........................................... 50 SECTION 48. Public Meeting................................................................................................ 51 SECTION 49. Continuing Disclosure of Information............................................................ 51 SECTION 50. Book-Entry Only System................................................................................ 54 SECTION 51. Further Procedures.......................................................................................... 55 SECTION 52. Unavailability of Authorized Publication....................................................... 55 SECTION 53. No Recourse Against City Officials ............................................................... 56 SECTION 54. Automatic Budget Amendments to Reflect Final Debt Service Payments..... 56 SECTION 55. Covenants of Compliance............................................................................... 56 SECTION 56. Construction of Terms .................................................................................... 56 SECTION 57. City's Consent to Provide Information and Documentation to the TexasMAC..................................................................................................... 56 SECTION 58. Effective Date ................................................................................................. 56 82504375.5 -ii- ORDINANCE NO. AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM SUBORDINATE LIEN REVENUE REFUNDING BONDS, SERIES 2018" IN AN AMOUNT NOT TO EXCEED $34,835,000; MAKING PROVISIONS FOR THE PAYMENT AND SECURITY THEREOF BY A SUBORDINATE AND INFERIOR LIEN ON AND PLEDGE OF THE NET REVENUES OF THE CITY'S UTILITY SYSTEM; 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 WHEREAS,in the City ordinances authorizing the issuance of the Previously Issued Junior Lien Obligations, the City reserved the right to issue revenue bonds (the hereinafter defined Subordinate Lien Obligations) secured by a lien on and pledge of Net Revenues that is subordinate 82504375.5 and inferior to the lien thereon and pledge thereof securing repayment of the Priority Bonds and 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 any Subordinate Lien Obligations (such Federal Contract, the Refunded Obligations); and WHEREAS, the Refunded Obligations are currently outstanding obligations in the aggregate principal amount of$ , as further described on Schedule I hereto which is incorporated by reference for all purposes to this ordinance; and WHEREAS, pursuant to the provisions of Chapter 1207, as amended, Texas Government Code,as amended(Chapter 1207),the City Council is authorized to issue revenue refunding bonds and deposit the proceeds of sale under an escrow agreement to provide for the payment of the Refunded Obligations, and such deposit, when made in accordance with the Act, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, Chapter 1207 requires that the deposit of the proceeds from the sale of the revenue refunding bonds be deposited directly with any designated escrow agent for the Refunded Obligations that is not the depository bank of the City; and WHEREAS, the Texas Water Development Board(the Purchaser)has agreed to purchase the revenue refunding bonds herein authorized thereby making a loan to the City at an interest rate that is substantially below the current market rate for similar forms of indebtedness; and WHEREAS , Texas, which is not a depository bank of the City, is appointed and will serve as the Paying Agent/Registrar (hereinafter defined) and Escrow Agent(hereinafter defined)for the revenue refunding bonds; and WHEREAS, the City Council also hereby finds and determines that the Refunded Obligations are scheduled to mature or are subject to being redeemed, not more than twenty (20) years from the date of the revenue refunding bonds herein authorized and such refunding will result in a net present value benefit of approximately $ ( %) to the City and a gross savings of$ , including the cash contribution of$ ; and WHEREAS, the revenue refunding bonds hereinafter authorized are to be issued and delivered pursuant to the laws of the State of Texas, including the Act (defined herein), and the terms of this Ordinance (as hereinafter defined), for the purposes set forth in this Ordinance; and now therefore, and WHEREAS, the City Council hereby finds and determines that the issuance of the revenue refunding bonds authorized herein and the adoption of this Ordinance is in the best interests of the citizens of the City; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: 82504375.5 _2_ SECTION 1. Authorization — Designation — Principal Amount — Purpose. Revenue refunding bonds of the City shall be and are hereby authorized to be issued in the aggregate principal amount of THIRTY-FOUR MILLION EIGHT HUNDRED THIRTY-FIVE AND NO/100 DOLLARS ($34,835,000), to be designated and bear the title of CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM SUBORDINATE LIEN REVENUE REFUNDING BONDS, SERIES 2018 (the Bonds), pursuant to this ordinance adopted by the City Council (the Ordinance) for the purpose of (i) discharging and making final payment of the Refunded Obligations, and (ii)paying the costs of issuance relating thereto. The Bonds shall be payable from and equally and ratably secured solely by a lien on and pledge of the Subordinate Lien Pledged Revenues, which includes a lien on and pledge of Net Revenues that is subordinate and inferior to the liens thereon and pledge thereof securing the repayment of the Priority Bonds and the Junior Lien Obligations, respectively, but senior and superior to any lien thereon and pledge thereof securing the repayment of any Inferior Lien Obligations hereafter issued. The Bonds are authorized to be issued pursuant to the authority conferred by and in conformity with the laws of the State of Texas, including, particularly, Chapter 1207, as amended, Texas Government Code (the Act). As authorized by Chapter 1371, each Authorized Official is hereby authorized, appointed, and designated as the officers of the City authorized to individually act on behalf of the City in selling and delivering 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 IL The Bonds shall be issued in the principal amount not to exceed $ ; the maximum maturity of the Bonds will be July 15, 2058, 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 , 2018 (the Dated Date); shall be in denominations of$5,000 or any integral multiple thereof, shall be lettered"R-" and numbered consecutively from One (1)upward and principal shall become due and payable on July 15 in each of the years and in principal amounts (the Stated Maturities) and bear interest on the unpaid principal amounts from the Closing Date, or the most recent Interest Payment Date to which interest has been paid or duly provided for, to 82504375.5 _3_ the earlier of redemption or Stated Maturity, at the rates per annum in accordance with the following schedule: Years of Stated Maturity Principal Interest Jul 15 Amounts ($) Rates 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 SECTION 3. Payment of Bonds — Interest Payments — Paying A_eg nt/Re_ig stray. 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. 82504375.5 _4_ 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 , 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 , 2018) or from the latest Interest Payment Date that interest on such Bond (or its Predecessor Bond) has been paid that precedes the registration date appearing on such Bond in the "Registration Certificate of Paying Agent/Registrar" (Section 8D hereof), unless the registration date appearing thereon is an Interest Payment Date for which interest is being paid, in which case interest on such Bond shall accrue from the registration date appearing thereon and provided further that with respect to the initial payment of interest on a Bond. The selection and appointment of , 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 82504375.5 _5_ the Bonds shall be paid to the Holder whose name appears in the Security Register at the close of business on the last business day of the month next preceding an Interest Payment Date for the Bonds (the Record Date) and shall be paid (i)by check sent by United States mail, first-class postage prepaid, by the Paying Agent/Registrar, to the address of the Holder appearing in the Security Register or(ii)by such other method, acceptable to the Paying Agent/Registrar,requested in writing by the Holder at the Holder's risk and expense. While the Bonds are held by the Purchaser, payment of principal of, premium, if any, and interest on the Bonds shall be made by federal funds wire transfer, at no cost to the Purchaser, to an account at a financial institution located in the United States designated by the Purchaser. If the date for the payment of the principal of, premium, if any, or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Bonds was due. In the event of a non-payment of interest on a scheduled payment date, and for thirty(30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar,if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest(the Special Payment Date- which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5)business days prior to the Special Record Date by United States Mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. 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 July 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. Exercise of Redemption Option. At least forty-five (45) days prior to a date set for the redemption of Bonds (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of its decision to exercise the right or of the requirement, as applicable, to redeem Bonds, the principal amount of each Stated Maturity to be redeemed, and the date set for the redemption thereof. The decision of the City to exercise the right to redeem Bonds shall be entered in the minutes of the City Council. C. Selection of Bonds for Redemption. If less than all Outstanding Bonds of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall select at random and by lot the Bonds to be redeemed, provided that if less than the entire principal amount of a Bond is to be redeemed,the Paying Agent/Registrar shall treat such Bond then subject 82504375.5 _�_ to redemption as representing the number of Bonds Outstanding which is obtained by dividing the principal amount of such Bond by$5,000. D. Notice of Redemption. Not less than thirty(30) days prior to a redemption date for the Bonds, a notice of redemption shall be sent by United States Mail, first-class postage prepaid, in the name of the City and at the City's expense,by the Paying Agent/Registrar to each Holder of a Bond to be redeemed, in whole or in part, at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. This notice may also be published once in a financial publication,j ournal, 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 dournal), 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. E. Transfer/Exchange. Neither the City nor the Paying Agent/Registrar shall be required (i) to transfer or exchange any Bond during a period beginning forty-five (45) days prior to the date fixed for redemption of the Bonds or(ii) to transfer or exchange any Bond selected for redemption, provided; however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption in part. SECTION 5. Execution — Registration. The Bonds shall be executed on behalf of the City by its Mayor or Mayor Pro Tem, its seal reproduced or impressed thereon, and attested by the City Secretary. The signature of either officer on the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who were, at the time of the Dated Date, the proper officers of the City shall bind the City, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Bonds to the Purchaser, all as authorized and provided in Chapter 1201, as amended, Texas Government Code. 82504375.5 _7_ 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. 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 82504375.5 _g_ delivered pursuant to Section 27 in lieu of a mutilated, lost, destroyed, or stolen Bond which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond. SECTION 7. Initial Bond. The Bonds herein authorized shall be issued initially either (i) as a single fully-registered Bond in the total principal amount of $ with principal installments to become due and payable as provided in Section 2 and numbered T-1, or (ii) as one (1) fully-registered Bond for each year of Stated Maturity in the applicable principal amount and denomination and to be numbered consecutively from T-1 and upward (the Initial Bond) and, in either case, the Initial Bond shall be registered in the name of the Purchaser or the designee thereof. The Initial Bond shall be the Bonds submitted to the Office of the Attorney General of the State of Texas for approval,certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the Purchaser. Any time after the delivery of the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond delivered hereunder and exchange therefor definitive Bonds of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the Purchaser, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8. Forms. A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Bonds shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification(including insurance legends in the event the Bonds,or any Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements(including any reproduction of an opinion of Bond Counsel(hereinafter referenced)) thereon as may, consistent herewith, be established by the City or determined by the officers executing the Bonds as evidenced by their execution thereof. Any portion of the text of any Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond. The definitive Bonds shall be printed, lithographed, or engraved, produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing the Bonds as evidenced by their execution thereof, but the Initial Bond submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. [The reinainder of this page intentionally left blank.] 82504375.5 _g_ 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 SUBORDINATE LIEN REVENUE REFUNDING BONDS, SERIES 2018 Dated Date: Interest Rate: Stated Maturity: CUSIP NO: 12018 REGISTERED OWNER: 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 , 2018) 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 12018. 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 interest on the Bonds shall 82504375.5 _10- be made by federal funds wire transfer, at no cost to the Purchaser, to an account at a financial institution located in the United States designated by the Purchaser. This Bond is one of the series specified in its title issued in the aggregate principal amount of$ (the Bonds)pursuant to an ordinance adopted by the governing body of the City (the Ordinance), for the purpose of(i) discharging and making final payment of the Refunded Obligations, and (ii) paying the costs of issuance relating thereto, all in conformity with the laws of the State of Texas, particularly the City's Home Rule Charter and the Act, and the Ordinance. The Bonds shall be payable from and equally and ratably secured solely by a lien on and pledge of the Subordinate Lien Pledged Revenues, which includes a lien on and pledge of Net Revenues that is subordinate and inferior to the respective liens thereon and pledges thereof securing the repayment of the Priority Bonds and the Junior Lien Obligations, respectively, but senior and superior to the lien thereon and pledge thereof securing the repayment of any Inferior Lien Obligations hereafter issued. 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 July 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. 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 82504375.5 -11- 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 Subordinate Lien Obligations, payable from and equally and ratably secured by a lien on and pledge of the Subordinate 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 subordinate and inferior to the liens thereon and pledges thereof securing the repayment of the Priority Bonds and the Junior Lien Obligations, respectively, but senior and superior to the lien thereon and pledge thereof securing the repayment of any Inferior Lien Obligations hereafter issued. In the Ordinance, the City reserves and retains the right to issue Additional Priority Bonds, Additional Junior Lien Obligations, Additional Subordinate Lien Obligations, and Inferior Lien Obligations without limitation as to principal amount but subject to any terms, conditions, or restrictions set forth in the Ordinance or as may be applicable thereto under law or otherwise. The Bonds do not constitute a legal or equitable pledge, charge, lien, or encumbrance upon any property of the City or System, except with respect to the Junior Lien Pledged Revenues. The Holder hereof shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation. Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description and nature of the Subordinate 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, Additional Subordinate Lien Obligations, and Inferior Lien Obligations; the terms and conditions relating to the transfer or exchange of the Bonds; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders;the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions specified in the Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance. This Bond, subject to certain limitations contained in the Ordinance,may be transferred on the Security Register upon presentation and surrender at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations,bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Bond as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity, or 82504375.5 -12- 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 Subordinate 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. [The reinainder of this page intentionally left blank] 82504375.5 -13- IN WITNESS WHEREOF, this Bond has been signed with the imprinted or lithographed facsimile signature of the Mayor of the City, attested by the imprinted or lithographed facsimile signature of the City Secretary, and the official seal of the City has been duly affixed to, printed, lithographed or impressed on this Bond. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (SEAL) [The reinainder of this page intentionally left blank.] 82504375.5 -14- C. Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Bond Only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF § PUBLIC ACCOUNTS § § REGISTER NO. THE STATE OF TEXAS § I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) * Bond to Printer: Not to appear on printed Bonds D. Form of Certificate of Paving 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: Texas, as Paying Agent/Registrar By: Authorized Signature * Bond to Printer: to appear on printed Bonds 82504375.5 -15- E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within 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: [The reinainder of this page intentionally left blank.] 82504375.5 -16- F. Form of Initial Bond. The Initial Bond shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Bond shall be modified as follows: (1) immediately under the name of the Initial Bond the headings"Interest Rate" and "Stated Maturity" shall both be completed "as shown below"; (2) the first two paragraphs shall read as follows: REGISTERED OWNER: PRINCIPAL AMOUNT: The City of Corpus Christi, Texas(the City), a body corporate and a municipal corporation located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above on the fifteenth day of July in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts M 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 , 2018), 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 12018. 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 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 82504375.5 -17- 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. G. Insurance Legend. If bond insurance is obtained by the Purchaser or the City for the Bonds, the definitive Bonds and the Initial Bond shall bear an appropriate legend as provided by the insurer. SECTION 9. Definitions. For all purposes of this Ordinance (as defined below), except as otherwise expressly provided or unless the context otherwise requires: (i) the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Sections 33 and 48 of this Ordinance have the meanings assigned to them in such Sections, and all such terms include the plural as well as the singular; (ii) all references in this Ordinance to designated "Sections" and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and(iii) the words"herein", "hereof', and"hereunder"and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Accountant shall mean a nationally recognized independent certified public accountant, or an independent firm of certified public accountants. B. The term Additional Junior Lien Obligations shall mean (i) any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Junior Lien Pledged Revenues, such pledge to include a pledge of Net Revenues that is junior and inferior to the lien on and pledge of the Net Revenues that are or will be pledged to the payment of the Priority Bonds now Outstanding or hereafter issued by the City but senior and superior to the lien thereon and pledge thereof that is or will be pledged to the payment of the Subordinate Lien Obligations and any Inferior Lien Obligations hereafter issued by the City, and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, as determined by the City Council in accordance with applicable law. C. The term Additional Priority Bonds shall mean any obligations hereafter issued to refund any of the Previously Issued Priority Bonds if issued in a manner so as to be payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues as determined by the City Council in accordance with applicable law and under the terms and conditions provided in Section 19 of this Ordinance. D. The term Additional 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 Subordinate Lien Pledged Revenues, such pledge to include a pledge of Net Revenues that is subordinate 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 and Junior Lien Obligations 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 Inferior Lien Obligations 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 82504375.5 -18- on and pledge of the Subordinate Lien Pledged Revenues, as determined by the City Council in accordance with applicable law. 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 Requireinents 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 Subordinate 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 Subordinate Lien Obligations to which it relates. G. The term Bonds shall mean the $ "CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM SUBORDINATE LIEN REVENUE REFUNDING BONDS, SERIES 2018", dated , 2018, authorized by this Ordinance. H. The term Bond Fund shall mean the special Fund or account created and established by the provisions of Section 13 of this Ordinance. L The term City shall mean the City of Corpus Christi, Texas and,where appropriate, the City Council of the City. J. 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. K. 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. L. 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. M. 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. N. The term Debt shall mean 82504375.5 _19- (1) all indebtedness payable from Net Revenues and/or Subordinate Lien Pledged Revenues incurred or assumed by the City for borrowed money (including indebtedness payable from Net Revenues and/or Subordinate Lien Pledged Revenues arising under Credit Agreements)and all other financing obligations of the System payable from Net Revenues and/or Subordinate 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 Subordinate 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. O. The term Debt Service Requireinents shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest calculated by assuming (i) that the interest rate for every 12-month period on such bonds is equal to the rate of interest reported in the most recently published edition of The Bond Buyer (or its successor)at the time of calculation as the"Revenue Bond Index"or, if such Revenue Bond Index is no longer being maintained by The Bond Buyer(or its successor)at the time of calculation, such interest rate shall be assumed to be 80% of the rate of interest then being paid on United States Treasury obligations of like maturity and (ii) that, in the case of bonds not subject to fixed scheduled mandatory sinking fund redemptions, that the principal of such bonds is amortized such that annual debt service is substantially level over the remaining stated life of such bonds or in the manner permitted under Section 1371.057(c), as amended, Texas Government Code as the same relates to interim or non permanent indebtedness, and in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity according to a fixed schedule, the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the 82504375.5 -20- 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. P. The term Depository shall mean an official depository bank of the City. Q. 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. R. 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. S. The term Government Securities as used herein, shall mean (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America, and (ii)noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. When the Previously Issued Junior Lien Obligations issued on or before August 25, 2016, are no longer Outstanding, the term Government Securities, as used herein, shall mean (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America; (ii)noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; (iii)noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; or (iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Bonds. T. 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. 82504375.5 -21- U. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Bond. V. The term Inferior Lien Obligations shall mean (i) any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Net Revenues,which pledge is subordinate and inferior to the lien on and pledge of the Net Revenues that is or will be pledged to the payment of the Priority Bonds, that is included in Junior Lien Pledged Revenues, that is or will be pledged to the payment of any Subordinate Lien Obligations, and that is on parity with the lien on and pledge of the Net Revenues securing the payment of the then-Outstanding Inferior Lien Obligations, if any, 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. W. The term Interest Payment Date shall mean the date semiannual interest is payable on the Bonds, being January 15 and July 15 of each year, commencing July 15, 2018, while any of the Bonds remain Outstanding. X. The term Junior Lien Obligations shall mean (i) the Previously Issued Junior Lien Obligations, (ii) any Additional Junior Lien Obligations, and (iii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured solely by a lien on and pledge of the Junior Lien Pledged Revenues, which includes a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds, but senior and superior to the lien thereon and pledge thereof securing the repayment of the Subordinate Lien Obligations and any Inferior Lien Obligations, as determined by the City Council in accordance with applicable law. Y. The term Junior Lien Pledged Revenues means (1) the Net Revenues that remain after payment of all amounts, and funding of all funds,relating to any Priority Bonds,plus (2) any additional revenues, income,receipts, or other resources,including,without limitation, any grants, donations, or income received or to be received from the United States Government, or any other public or private source, whether pursuant to an agreement or otherwise, which hereafter are pledged by the City to the payment of the Bonds, and at the City's discretion,any Additional Junior Lien Obligations, and excluding those revenues excluded from Gross Revenues. Z. The term Net Revenues shall mean all Gross Revenues less Operating Expenses. AA. 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 82504375.5 -22- 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. BB. The term Ordinance shall mean this Ordinance adopted by the City Council on December 12, 2017 authorizing the issuance of the Bonds. CC. The term Outstanding shall mean when used in this Ordinance with respect to all Debt means, as of the date of determination, all Debt except: (1) those Priority Bonds, Junior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Priority Bonds, Junior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations for which payment has been duly provided by the City in accordance with the provisions of Section 35 of this Ordinance; and (3) those Priority Bonds, Junior Lien Obligations, Subordinate Lien Obligations, and Inferior Lien Obligations that have been mutilated, destroyed, lost, or stolen and replacement Bonds have been registered and delivered in lieu thereof as provided in Section 27 of this Ordinance. DD. The term Paying Agent/Registrar shall mean the financial institution specified in Section 3 of this Ordinance, or its herein-permitted successors and assigns. EE. The term Previously Issued Junior Lien Obligations shall mean, as of the Closing Date, the Outstanding and unpaid obligations of the City that are payable solely from and equally and ratably secured by a lien on and pledge of the Junior Lien Pledged Revenues which includes a lien on and pledge of Net Revenues of the System that is junior and inferior to the lien thereon and pledge thereof securing the Priority Bonds but superior to the lien thereon and pledge thereof securing any Subordinate Lien Obligations and Inferior Lien Obligations, identified as follows: (1) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2012", dated November 15, 2012, in the original principal amount of$69,085,000; (2) "City of Corpus Christi, Texas Utility System Junior Lien Revenue and Refunding Bonds, Series 2012", dated November 15, 2012, in the original principal amount of$155,660,000; (3) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2013", dated November 1, 2013, in the original principal amount of$97,930,000; 82504375.5 -23- (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 $51,300,000; and (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) "City of Corpus Christi, Texas Utility System Junior Lien Revenue Improvement Bonds, Series 2017", dated October 1,2017, in the original principal amount of$2,750,000. FF. The term Previously Issued Priority Bonds 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 prior and first lien on and pledge of the Net Revenues of the System, identified as follows: (1) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2009",dated March 1,2009,in the original principal amount of$96,490,000; (2) "City of Corpus Christi, Texas Utility System Revenue Improvement Bonds, Series 2010", dated March 1, 2010, in the original principal amount of$8,000,000; (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 82504375.5 -24- (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. GG. 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. HH. 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. It The term Purchaser shall mean the initial purchaser or purchasers of the Bonds named in Section 28 of this Ordinance. JJ. The term Refunded Obligations shall mean the obligations set forth on Schedule I hereto which is incorporated by reference for all purposes to this ordinance, being the Federal Contract No. 6-07-01-X0675 entered into by an among the United States of America, the City and the Nueces River Authority, dated June 30, 1976, and amended on June 16, 1980, with respect to the Nueces River Reclamation Project, and is currently outstanding in a principal amount of $ . These Refunded Obligations will be repaid in full on 12018. KK. The term Required Reserve Amount shall have the meaning given such term in Section 14 of this Ordinance. LL. The term Reserve Fund shall have the meaning given such term in Section 14 of this Ordinance. MM. The term Reserve Fund Deposits shall have the meaning given such term in Section 14 of this Ordinance. NN. 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,Junior Lien Pledged Revenues, or Subordinate Lien Pledged Revenues, and for which all maintenance and operation expenses are payable from 82504375.5 -25- sources other than ad valorem taxes,Net Revenues,Junior Lien Pledged Revenues, or Subordinate 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. 00. 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. PP. The term Subordinate Lien Obligations shall mean (i)upon issuance, the Bonds, (ii) any bonds, notes, warrants, or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a lien and pledge of the Net Revenues,such pledge being subordinate and inferior to the lien on and pledge of the Net Revenues that is or will be pledged to the payment of the Priority Bonds or that is included in Junior Lien Pledged Revenues, but senior and superior to the lien thereon and pledge thereof that is or will be pledged to the payment of any Inferior Lien Obligations 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 (iii) 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. QQ. The term Subordinate Lien Pledged Revenues means (i) the Net Revenues that remain after payment of all amounts, and funding of all funds, relating to any Priority Bonds and Junior Lien Obligations, plus (ii) any additional revenues, income, receipts, or other resources, including,without limitation, any grants, donations, or income received or to be received from the United States Government, or any other public or private source,whether pursuant to an agreement or otherwise,which hereafter are pledged by the City to the payment of the Bonds, and at the City's discretion, any Additional Subordinate Lien Obligations, and excluding those revenues excluded from Gross Revenues. RR. 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, Junior Lien Pledged Revenues, or Subordinate Lien Pledged Revenues, but which are secured by and payable solely from special contract revenues, or payments received from the City or any other legal entity, or any combination thereof, in connection with such facilities; and such revenues or payments shall not be considered as or 82504375.5 -26- 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. SS. The term System Fund shall have the meaning given such term in Section 12 of this Ordinance. SECTION 10. Pledge of Subordinate Lien Pledged Revenues. A. The City hereby covenants and agrees that the Subordinate Lien Pledged Revenues of the System are hereby irrevocably pledged to the payment and security of the Subordinate 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 Subordinate Lien Obligations, and the interest thereon, shall constitute a lien on and pledge of the Subordinate 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 Subordinate Lien Pledged Revenues for the payment and security of the Subordinate Lien Obligations, shall be, subject to the subordinate lien nature of the Subordinate 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 Subordinate Lien Obligations are and will be secured by and payable only from the Subordinate 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 Subordinate 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 Subordinate Lien Obligations are Outstanding and unpaid such that the pledge of the Subordinate 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 Subordinate 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 Subordinate Lien Obligations are Outstanding, to establish and maintain rates and charges for facilities and services afforded by the System that are reasonably expected, on the basis of available information and experience and with due allowance for contingencies, to produce Gross Revenues in each Fiscal Year sufficient: A. To pay all Operating Expenses, or any expenses required by statute to be a first claim on and charge against the Gross Revenues of the System. B. To produce Net Revenues, together with any other lawfully available funds, sufficient to satisfy the rate covenant contained in the ordinances authorizing the issuance of the Priority Bonds and to pay the principal of and interest on the Priority Bonds and the amounts 82504375.5 _27_ required to be deposited in any reserve or contingency fund or account created for the payment and security of the Priority Bonds, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a prior and first lien on an pledge of the Net Revenues of the System; C. To produce Net Revenues, together with any other lawfully available funds, equal to at least 1.15 times Average Annual Debt Service Requirements on the then-Outstanding Junior Lien Obligations and to deposit the amounts required to be deposited in any reserve or contingency fund or account created for the payment and security of the Junior Lien Obligations, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a lien on and pledge of the Net Revenues, including the Junior Lien Pledged Revenues, that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds but senior and superior to the lien thereon and pledge thereof securing the repayment of any Subordinate Lien Obligations and any Inferior Lien Obligations; D. To produce Net Revenues, together with any other lawfully available funds, equal to at least the Average Annual Debt Service Requirements on the then-Outstanding Subordinate 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 Subordinate 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 Subordinate Lien Pledged Revenues, that is subordinate and inferior to the liens thereon and pledges thereof securing the repayment of the Priority Bonds and Junior Lien Obligations,respectively,but senior and superior to the lien thereon and pledge thereof securing the repayment of any Inferior Lien Obligations; E. To produce Net Revenues, together with any other lawfully available funds, sufficient to pay the principal of and interest on any Inferior Lien Obligations as the same become due and payable and to deposit the amounts required to be deposited in any reserve or contingency fund or account created for the payment and security of any Inferior Lien Obligations, and any other obligations or evidences of indebtedness issued or incurred that are payable from and secured solely by a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds, the Junior Lien Obligations, and any Subordinate Lien Obligations; and F. To pay, together with any other lawfully available funds, any other legally incurred Debt payable from the Net Revenues of the System and/or secured by a lien on any part of the System. The determination of the amount of principal of and interest on any obligations identified in this Section for the purpose of confirming the sufficiency of System rates and charges shall be made after giving consideration as an offset to debt service the receipt or anticipated receipt of a refundable tax credit or similar payment relating to any series of obligations irrevocably designated as refundable tax credit bonds pursuant to the City ordinance authorizing their issuance or otherwise relating thereto. SECTION 12. System Fund. The City hereby covenants, agrees, and ratifies its prior covenants and agreements that the Gross Revenues of the System shall be deposited, as collected 82504375.5 -28- and received, into a separate Fund or account (previously created and established and to be maintained with the Depository) known as the "City of Corpus Christi, Texas Utility System Revenue Fund"(the System Fund)and that the Gross Revenues of the System shall be kept separate and apart from all other funds of the City. All Gross Revenues deposited into the 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 the Bonds and any Additional 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 any Inferior Lien Obligations hereafter issued by the City. Any Net Revenues remaining in the System Fund following such transfers may be used by the City for payment of other obligations of the System, and for any other lawful purpose; provided, however, that for so long as any Priority Bonds remain Outstanding, transfers made for purposes other than for payment of obligations of the System shall be made only at the end of the Fiscal Year (if such limitation is imposed, and then, only to the extent imposed in the City ordinances authorizing the issuance of the Priority Bonds and Junior Lien Obligations, respectively). SECTION 13. Bond Fund - Excess Funds. For purposes of providing funds to pay the principal of and interest on the Bonds 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 Subordinate Lien Revenue Refunding Bonds Interest and Sinking Fund" (the Bond Fund). The City covenants that there shall be deposited by an Authorized Official into the Bond Fund prior to each principal and interest payment date from the available Net Revenues an amount equal to one hundred per cent (100%) of the amount required to fully pay the interest on and the principal of the currently Outstanding Subordinate Lien Obligations then falling due and payable, such deposits to pay maturing principal and accrued interest on the currently Outstanding Subordinate Lien Obligations to be made in substantially equal monthly installments on or before the loth day of each month, beginning on or before the Ioth day of the month next following the delivery of the Bonds to the Purchasers. As described further in Section 15 hereof, if the Subordinate Lien Pledged Revenues in any month are 82504375.5 -29- insufficient to make the required payments into the Bond Fund, then the amount of any deficiency in such payment shall be added to the amount otherwise required to be paid into the Bond Fund in the next month. The required monthly deposits to the Bond Fund for the payment of principal of and interest on the Subordinate 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 Subordinate Lien Obligations (principal and interest) or(ii) the Subordinate 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 Subordinate 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 Subordinate 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 Subordinate Lien Revenue Refunding Bonds Reserve Fund"(the Reserve Fund). Earnings and income derived from the investment of amounts held for the credit of the Reserve Fund shall be retained in the Reserve Fund until the Reserve Fund contains the Required Reserve Amount; thereafter, such earnings and income shall be deposited to the credit of the System Fund. All funds deposited into the Reserve Fund shall be used solely for the payment of the principal of and interest on the Bonds,when and to the extent other funds available for such purposes are insufficient, and, in addition, may be used to retire the last Stated Maturity or Stated Maturities of or interest on the Bonds. The City may acquire a Credit Facility or Facilities issued by a Credit Provider in amounts equal to all or part of the Required Reserve Amount for the Bonds in lieu of depositing cash into the Reserve Fund; provided, however, that no such Credit Facility may be so substituted unless the substitution of the Credit Facility will not, in and of itself, cause any ratings then assigned to the Bonds by any nationally recognized rating agency to be lowered and the resolution authorizing the substitution of the Credit Facility for all or part of the Required Reserve Amount for the Bonds contains (i) a finding that such substitution is cost effective and (ii) a provision that the interest due on any repayment obligation of the City by reason of payments made under such Credit Facility does not exceed the highest lawful rate of interest which may be paid by the City at the time of the delivery of the Credit Facility. The City reserves the right to use Subordinate Lien Pledged Revenues to fund the payment of(1)periodic premiums on the Credit Facility as a part of the payment of the City's Operating Expenses, and (2) any repayment obligation incurred by the 82504375.5 -30- 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 Subordinate 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 $ . Of this amount, $ , derived from lawfully available City funds other than proceeds of the Bonds, shall be deposited to the Reserve Fund at the time of issuance of the Bonds. As and when Additional Subordinate 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 Subordinate Lien Obligations, or, at the option of the City, by the deposit of monthly installments, made on or before the business day before the 1 oth day of each month following the month of delivery of the then proposed Additional Subordinate 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 Subordinate 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 Subordinate 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 Subordinate 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 or Junior Lien Obligations, and any other ordinance pertaining to the issuance of Additional Subordinate Lien Obligations. During such time as the Reserve Fund contains the Required Reserve Amount, the City Council may, at its option, withdraw all surplus funds in the Reserve Fund in excess of the Required Reserve Amount. Any such withdrawn surplus shall be deposited to the Bond Fund or used by the City for any other lawful purpose; provided, however, to the extent that such excess 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. 82504375.5 -31- In the event a Credit Facility issued to satisfy all or a part of the City's obligation with respect to the Reserve Fund causes the amount then on deposit in the Reserve Fund to exceed the Required Reserve Amount for the Bonds, the City may transfer such excess amount to any fund or funds established for the payment of or security for the Bonds(including any escrow established for the final payment of any such obligations pursuant to the provisions of the Act), or be used for any lawful purposes; provided, however, to the extent that such excess amount represents Bond proceeds, then such amount must be transferred to the Bond Fund or be otherwise used in accordance with then-applicable State law. SECTION 15. Deficiencies—Excess Subordinate Lien Pledged Revenues. A. If on any occasion there shall not be sufficient Subordinate 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 Subordinate Lien Pledged Revenues, or from any other sources available for such purpose, and such payments shall be in addition to the amounts required to be paid into these Funds or accounts during such month or months. B. Subject to making the required deposits to the Bond Fund when and as required by any ordinance or resolution authorizing the issuance of the currently Outstanding Priority Bonds, the Junior Lien Obligations, the Subordinate Lien Obligations and any Inferior Lien Obligations, the excess Net Revenues of the System may be used by the City for any lawful purpose (as further provided in Section 12 hereof). SECTION 16. Payment of Bonds. While any of the Bonds are Outstanding, an Authorized Official shall cause to be transferred to the Paying Agent/Registrar therefor, from funds on deposit in the Bond Fund, amounts sufficient to fully pay and discharge promptly each installment of interest on and principal of the Bonds as such installment accrues or matures; such transfer of funds must be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar for the Bonds at the close of the business day next preceding the date a debt service payment is due on the Bonds. SECTION 17. Investments. Funds held in any Fund or account created, established, or maintained pursuant to this Ordinance shall, at the option of the City, be placed in time deposits, certificates of deposit, guaranteed investment contracts or similar contractual agreements as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code, or any other law, and secured (to the extent not insured by the Federal Deposit Insurance Corporation) by obligations of the type hereinafter described, including investments held in book-entry form, in securities including,but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured, or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage Association, or Federal Housing Association; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from any Fund or account will be available at the proper time 82504375.5 -32- 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 and Junior Lien Obligations 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 and Junior Lien Obligations 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 and Junior Lien Obligations now or hereafter Outstanding; provided, however, that the provisions of this Ordinance concerning the issuance of Additional Priority Bonds or Additional Junior Lien Obligations shall control. It is expressly recognized that prior to the issuance of any Additional 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 and Junior Lien Obligations, as appropriate. A. Perforfinance. 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 Priority Bonds and Junior Lien Obligations, respectively; it will promptly pay or cause to be paid the principal amount of and interest on all Debt, on the dates and in the places and manner prescribed in such ordinances and such Debt; and it will, at the time and in the manner prescribed, deposit or cause to be deposited the amounts required to be deposited into the System Fund and the Funds herein created; and any registered owner of any Debt may require the City, 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 82504375.5 -33- economical manner; and(2) it shall at all times use its best efforts to operate or cause to be operated the System properly and in an efficient manner, consistent with Prudent Utility Practice, and shall use its best efforts to maintain,preserve,reconstruct and keep the same or cause the same to be so maintained, preserved, reconstructed and kept, with the appurtenances and every part and parcel thereof, in good repair, working order and condition, and shall from time to time make, or use its best efforts to cause to be made, all necessary and proper repairs,replacement and renewals so that at all times the operation of the System may be properly and advantageously conducted. D. Title. It has or will obtain lawful title, whether such title is in fee or lesser interest, to the lands,buildings, structures and facilities constituting the System, that it warrants that it will defend the title to all the aforesaid lands,buildings, structures and facilities, and every part thereof, for the benefit of the owners of the Junior Lien Obligations, against the claims and demands of all persons whomsoever, that it is lawfully qualified to pledge the Junior Lien Pledged Revenues to the payment of the Junior Lien Obligations in the manner prescribed herein, and has lawfully exercised such rights. E. Liens. It will from time to time and before the same become delinquent pay and discharge all taxes,assessments and governmental charges,if any,which shall be lawfully imposed upon it, or the System;it will pay all lawful claims for rents,royalties,labor,materials and supplies which if unpaid might by law become a lien or charge thereon, the lien of which would be prior to or interfere with the liens hereof, so that the priority of the liens granted hereunder shall be fully preserved in the manner provided herein, and it will not create or suffer to be created any mechanic's, laborer's, materialman's or other lien or charge which might or could be prior to the liens hereof, or do or suffer any matter or thing whereby the liens hereof might or could be impaired;provided however,that no such tax, assessment or charge, and that no such claims which might be used as the basis of a mechanic's, laborer's, materialman's or other lien or charge, shall be required to be paid so long as the validity of the same shall be contested in good faith by the City. F. No Free Service. No free service or service otherwise than in accordance with the established rate schedule shall be furnished, directly or indirectly, by the System to any person, 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 Subordinate 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, the Previously Issued Junior Lien Obligations, and in this Ordinance. 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, 82504375.5 -34- or(B) the proceeds of such sale are $250,000 or less, or it shall have received a certificate executed by an Engineer and the City Manager stating,in their opinion,that the fair market value of the property or facilities exchanged is $250,000 or less, or(C)if such proceeds or fair market value exceeds $250,000 it shall have received a certificate executed by an Engineer and the City Manager stating (i) that system within the System of which the property or facilities comprises a part thereof and (ii) in their opinion, that the sale or exchange of such property or facilities will not impair the ability of the City to comply during the current or any future Fiscal Year with the provisions of Subsection K of this Section. The proceeds of any such sale or exchange not used to acquire other property necessary or desirable for the safe or efficient operation of the System shall forthwith, at the option of the City (i)be used to redeem or purchase Debt, or (ii) otherwise be used to provide for the payment of Debt. The foregoing notwithstanding, if such property or facilities sold or exchanged constituted property or facilities comprising all or a part of a system within the System, the acquisition, improvement or extension of such system having not been financed by the City in any manner with the proceeds of Debt, or with the proceeds of obligations which were refunded in whole or in part with the proceeds of Debt, then the City may utilize the proceeds of such sale or exchange for any lawful purpose; and (2) To the extent permitted by law, the City may lease or make contracts or grant licenses for the operation of, or make arrangements for the use of, or grant easements or other rights with respect to, any part of the System, provided that any such lease, contract, license, arrangement, easement or right(A) does not impede the operation by the City of the System and(B) does not in any manner impair or adversely affect the rights or security of the owners of the Debt under this Ordinance; and provided, further, that if the depreciated cost of the property to be covered by any such lease, contract, license, arrangement, easement or other right is in excess of$500,000, the City shall have received a certificate executed by an Engineer and the City Manager that the action of the City with respect thereto does not result in a breach of the conditions under this clause (2). Any payments received by the City under or in connection with any such lease, contract,license, arrangement, easement or right in respect of the System or any part thereof shall constitute Gross Revenues. L Books, Records and Accounts. It shall keep proper books, records and accounts separate and apart from all other records and accounts, in which complete and correct entries shall be made of all transactions relating to the System and the City shall cause said books and accounts to be audited annually as of the close of each Fiscal Year by the Accountant. J. Insurance. (1) Except as otherwise permitted in clause (2) below, it shall cause to be insured such parts of the System as would usually be insured by corporations operating like properties, with a responsible insurance company or companies, against risks, accidents or casualties against which and to the extent insurance is usually carried by corporations operating like properties, including, to the extent reasonably obtainable, fire and extended coverage insurance,insurance against damage by floods,and use and occupancy insurance. Public liability and property damage insurance shall also be carried unless the City 82504375.5 -35- 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. Governinental Agencies. It will comply with all of the terms and conditions of any and all franchises,permits and authorizations applicable to or necessary with respect to the System, and which have been obtained from any governmental agency; and the City has or will obtain and keep in full force and effect all franchises,permits, authorization and other requirements applicable to or necessary with respect to the acquisition,construction,equipment,operation and maintenance of the System. M. No Competition. To the extent it legally may, it will not grant any franchise or permit for the acquisition, construction or operation of any competing facilities which might be 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, Additional 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: 82504375.5 -36- A. Additional Priority Bonds payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues of the System upon satisfying each of the conditions precedent contained in the City ordinances authorizing the Previously Issued Priority Bonds concerning the issuance of Additional Priority Bonds to realize debt service savings by refunding any Priority Bonds at such time outstanding. For the avoidance of doubt,the City hereby covenants to no longer issue Priority Bonds for"new money"purposes. B. Additional Junior Lien Obligations, secured by and payable from the Junior Lien Pledged Revenues, which includes (primarily) a lien on and pledge of Net Revenues that is junior and inferior to the lien thereon and pledge thereof securing the repayment of the Priority Bonds but senior and superior to the lien there on and pledge thereof securing the repayment of the Subordinate Lien Obligations and any Inferior Lien Obligations upon satisfying each of the conditions precedent contained in the City ordinances authorizing the Previously Issued Junior Lien Obligations. C. Additional Subordinate Lien Obligations, secured by and payable from the Subordinate Lien Pledged Revenues, which includes (i) the Net Revenues that remain after payment of all amounts, and funding of all funds, relating to any Priority Bonds and Junior Lien Obligations, plus (ii) any additional revenues, income, receipts, or other resources, including, without limitation, any grants, donations, or income received or to be received from the United States Government, or any other public or private source, whether pursuant to an agreement or otherwise, which hereafter are pledged by the City to the payment of the Bonds, 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; (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 Subordinate Lien Obligations, but such certificate shall not be dated prior to the date an ordinance is passed authorizing the issuance of such Additional Subordinate Lien Obligations; and (iii) that according to the books and records of the City, the Net Earnings (as hereinafter defined) for the preceding Fiscal Year for which there is available audited financial data or for 12 consecutive months out of the 15 months immediately preceding the month the ordinance authorizing the Additional Subordinate Lien Obligations is adopted are at least equal to 1.15 times the Average Annual Debt Service Requirements for all then-Outstanding Priority Bonds, Junior Lien Obligations, and Subordinate Lien Obligations after giving effect to the Additional Subordinate Lien Obligations then proposed. (2) Completion Issues. Once a System improvement has been initiated by meeting the conditions precedent specified in Subsection 1 above and the initial Subordinate Lien Obligations issued therefor are delivered, the City reserves the right to issue Additional Subordinate Lien Obligations to finance the remaining costs of such 82504375.5 -37- System improvement 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 Subordinate 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 System improvement 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 Subordinate Lien Pledged Revenues of the System to be Outstanding after the issuance of the Additional Subordinate Lien Obligations then being issued for the Forecast Period and (B) the proceeds from the sale of such Additional Subordinate Lien Obligations are estimated to be sufficient to complete such acquisition and construction. (3) Computations; Reports. With reference to Subordinate 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 Subordinate 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 Subordinate Lien Obligations to which it relates. In the preparation of the engineering report required in Subsection(2) 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 Subordinate Lien Obligations for System improvements, 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. (4) 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 and THIRD levels of priority in Section 12 hereof, but not expenditures which, under standard accounting practice, should be charged to capital expenditures. (5) 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 82504375.5 -38- 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. D. The City may issue Inferior Lien Obligations secured by a lien on and pledge of the Net Revenues of the System subordinate and inferior to the lien thereon and pledge thereof securing the Priority Bonds and that is included in the Junior Lien Pledged Revenues and the Subordinate 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 Junior Lien Obligations 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 Subordinate Lien Obligations set forth in Section 19 of this Ordinance shall be satisfied and the City Managers' certification required in Section 19(c)(1)(iii) 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); provided, however, that the condition precedent identified in subsection 19(c)(1)(iii) of this subsection shall not apply to revenue refunding bonds secured by the Subordinate Lien Pledged Revenues and issued for gross debt service savings. 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 82504375.5 -39- made to the Bond Fund, or (b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Ordinance, the Holders of any of the Bonds shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other officers of the City to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedy herein provided shall be cumulative of all other existing remedies and the specification of such remedy shall not be deemed to be exclusive. For the avoidance of doubt,no default with respect to any obligation that is secured by and payable from a lien on and pledge of Net Revenues that is junior and subordinate to the lien 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 within the meaning of 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 82504375.5 -40- each of them harmless, then,in the absence of notice to the City or the Paying Agent/Registrar that such Bond has been acquired by a bona fide purchaser,the City shall execute and,upon its request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same Stated Maturity and interest rate and of like tenor and principal amount,bearing a number not contemporaneously Outstanding. In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due and payable, the City in its discretion may, instead of issuing a new Bond, pay such Bond. Upon the issuance of any new Bond or payment in lieu thereof,under this Section, the City may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses (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 $0.00 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 delivery 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 Development Fund Program Rules, the City agrees and covenants so long as the Purchaser is the sole Holder of the Bonds: 82504375.5 -41- 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 Escrow Fund (defined herein), in accordance with the standards set forth by the Government Accounting Standard Board; B. to provide the Purchaser with copies of"as built plans" pertaining to the projects financed, in whole or in part, with any funds of the Purchaser; C. in addition to the requirements contained in Section 18.I hereof,to maintain current, accurate, and complete records and accounts necessary to demonstrate compliance with financial assistance related legal and contractual provisions; D. to comply with all applicable requirements contained in 31 TAC Chapter 363; E. to notify the Executive Administrator of the Purchaser prior to taking any actions to alter the legal status of the City Council in any manner (such as a sale-transfer-merger with another retail public utility that results in a change in governance of the System) and to receive approval from the Purchaser of any action to convey the City's obligations to the Purchaser, as the Holder of the Bonds, to another entity; F. 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; G. 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; H. to not use any portion of the Bond proceeds, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire Nonpurpose Investments (as defined in Section 33 hereof) which produce a yield materially higher than the yield on the Purchaser's bonds that are used to provide the Purchaser with proceeds that it will use to purchase the Bonds (the Source Series Bonds), other than Nonpurpose Investments acquired with: (1) Proceeds of the Source Series Bonds invested for a reasonable temporary period of up to three (3)years (reduced by the period of investment by the Purchaser)until such proceeds are needed for the facilities to be financed; (2) Amounts invested in a bona fide debt service fund, within the meaning of §1.148-1(b) of the Regulations (as defined in Section 36 hereof); and 82504375.5 -42- (3) Amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed the least of maximum annual debt service on the Bonds, 125% of average annual debt service on the Bonds, or 10% of the stated principal amount(or, in the case of a discount, the issue price) of the Bonds; I. 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 J. to provide a schedule prepared by an Engineer, specifying the useful life of the components of the project refinanced with Bond proceeds. SECTION 30. Escrow Deposit Letter - Approval and Execution. The Escrow Deposit Letter dated as of December 12, 2017 (the Agreeinent) by and between the City and , Texas (the Escrow Agent), attached hereto as Exhibit B and incorporated herein by reference as a part of this Order for all purposes, is hereby approved as to form and content, and such Agreement in substantially the form and substance attached hereto, together with such changes or revisions as may be necessary to accomplish the refunding or benefit the City,is hereby authorized to be executed by an Authorized Official for and on behalf of the City and as the act and deed of this City Council; and such Agreement as executed by said officials shall be deemed approved by the City Council and constitute the Agreement herein approved. Furthermore, any Authorized Official and Bond Counsel, in cooperation with the Escrow Agent, are hereby authorized and directed to make the necessary arrangements for the purchase of the Escrowed Securities,if any,referenced in the Agreement and the delivery thereof to the Escrow Agent on the day of delivery of the Bonds to the Purchasers for deposit to the credit of the "CITY OF CORPUS CHRISTI, TEXAS UTILITY SYSTEM SUBORDINATE LIEN REVENUE REFUNDING BONDS, SERIES 2018 ESCROW FUND" (the Escrow Fund, including the execution of the subscription forms, if any, for the purchase and issuance of the "United States Treasury Securities - State and Local Government Series" for deposit to the Escrow Fund; all as contemplated and provided by the provisions of the Act, this Ordinance, and the Agreement. SECTION 31. Proceeds of Sale; Contribution from the City. Immediately following the delivery of the Bonds, certain proceeds of sale along with a cash contribution,if any, from the City (less certain costs of issuance and accrued interest, if any, received from the Purchasers of the Bonds) shall be deposited with the Escrow Agent for application and disbursement in accordance with the provisions of the Escrow Agreement. The proceeds of sale of the Bonds not so deposited with the Escrow Agent for the refunding of the Refunded Obligations shall be disbursed for payment of costs of issuance or deposited in the Bond Fund for the Bonds, all in accordance with written instructions from an Authorized Official. Amounts held in the interest and sinking fund for the Refunded Obligations and not used as part of the City's contribution to the Escrow Fund, if any, shall be deposited into the Bond Fund and used to pay principal on the Bonds. SECTION 32. Redemption of Refunded Obligations. The Refunded Obligations referenced in the preamble hereof become subject to redemption prior to their stated maturity at the price of par and accrued interest to their date of redemption. The City shall give written notice 82504375.5 -43- to the counterparty to the contractual obligation evidencing the Refunded Obligations that the Refunded Obligations have been called for redemption, and the City Council orders that such obligations are called for redemption on the redemption date set forth on Schedule I attached hereto, and such order to redeem the Refunded Obligations on such date shall be irrevocable upon the delivery of the Bonds. A copy of the notice and consent of the counterparty to the Refunded Obligations, as the sole holder of or obligated counterparty with respect to such obligations, is attached to this Ordinance as Exhibit C and is incorporated herein by reference for all purposes. SECTION 33. Covenants to Maintain Tax-Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: Code means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. Computation Date has the meaning set forth in Section 1.148-1(b) of the Regulations. Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Bonds. Investment has the meaning set forth in Section 1.148-1(b) of the Regulations. Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. Rebate Amount has the meaning set forth in Section 1.148-1(b) of the Regulations. Regulations means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. 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 or refinanced directly or indirectly with 82504375.5 -44- Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the specific covenants in this Section. C. No Private Use or Private Payments. Except as would not cause the Bonds to become"private activity bonds"within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Bonds: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Bonds (including property financed with Gross Proceeds of the Refunded Obligations), and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity(including the United States or any agency, department and instrumentality thereof)other than a state or local government,unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. D. No Private Loan. Except as would not cause the Bonds to become"private activity bonds"within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds (including property financed with Gross Proceeds of the Refunded Obligations), to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if. (1)property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross 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 82504375.5 -45- any Investment acquired with Gross Proceeds, whether then held or previously disposed of, materially exceeds the Yield of the Bonds. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Bond is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Bonds with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date,the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date. (3) As additional consideration for the purchase of the Bonds by the Purchaser and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Bond Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Bonds equals (i) in the case of a Final Computation Date as defined in Section 1.148-3(e)(2) of the Regulations, one hundred percent(100%)of the Rebate Amount on such date; and(ii)in the case of any other Computation Date, ninety percent(90%) of the Rebate Amount 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. 82504375.5 -46- (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations. L Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Bonds, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Bonds not been relevant to either party. J. Bonds Not Hedge Bonds. (1) At the time the original bonds refunded by the Bonds were issued, the City reasonably expected to spend at least 85% of the spendable proceeds of such bonds within three years after such bonds were issued. (2) Not more than 50% of the proceeds of the original bonds refunded by the Bonds were invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of four(4)years or more. (3) The City reasonably expects to spend 85% of the spendable years after the date of issuance thereof. K. Current Refunding of the Refunded Obligations._ The Bonds are issued to refund the Refunded Obligations and the Bonds will be issued, and the proceeds thereof used, within 90 days after the Closing Date for the payment of the Refunded Obligations at their date of prior redemption. In the issuance of the Bonds, the City has employed no "device"to obtain a material financial advantage (based on arbitrage), within the meaning of section 149(d)(4) of the Code, apart from savings attributable to lower interest rates. The City has complied with the covenants, representations, and warranties contained in the documents executed in connection with the issuance of the Refunded Obligations L. Elections. The City hereby directs and authorizes each Authorized Official, or any combination of them, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. Such elections shall be deemed to be made on the Closing Date. SECTION 34. Control and Custody of Bonds. The Mayor shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas and shall take and have charge and control of the Bonds pending their approval by the Attorney General of the State of Texas, the registration thereof by 82504375.5 -47- the Comptroller of Public Accounts of the State of Texas and the delivery of the Bonds to the Purchaser. Furthermore, any of the Mayor of the City, Mayor Pro Tem of the City, any Authorized Official, or any combination of them are hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the issuance of the Bonds, the approval of the Attorney General and their registration by the Comptroller of Public Accounts and,together with the City's Bond Counsel and the Paying Agent/Registrar,make the necessary arrangements for the delivery of the Initial Bond to the Purchaser. SECTION 35. Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the lien on and pledge of Subordinate Lien Pledged Revenues made under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease,terminate,and be discharged and satisfied. The Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i)money sufficient to pay in full such Bonds or the principal amount(s) thereof at Stated Maturity or to the redemption date therefor,together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar or an authorized escrow agent,or(ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have, in the case of a net defeasance, been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability,without reinvestment, of sufficient money, together with any money deposited therewith,if any,to pay when due the principal of and interest on such Bonds, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof for the Bonds. In the event of a gross defeasance of the Bonds, the City shall deliver a certificate from its financial advisor,the Paying Agent/Registrar, or another qualified third party concerning the deposit of cash and/or Government Securities to pay, when due, the principal of, redemption premium (if any), and interest due on any defeased Bonds. The City covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Bonds to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 33 hereof). Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any 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 82504375.5 _48_ request of the City be remitted to the City against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. Notwithstanding any other provision of this Ordinance to the contrary,it is hereby provided that any determination not to redeem defeased Bonds that is made in conjunction with the payment arrangements specified in subsection(i) or(ii) above shall not be irrevocable,provided that: (1)in the proceedings providing for such defeasance, the City expressly reserves the right to call the defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of the defeased Bonds immediately following the defeasance; (3)directs that notice of the reservation be included in any redemption notice that it authorizes; and (4) at the time of the redemption, satisfies the conditions of(i)or(ii)above with respect to such defeased debt as though it was being defeased at the time of the exercise of the option to redeem the defeased Bonds, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Bonds. SECTION 36. Ordinance a Contract, Amendments — Outstanding Bonds. The City acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the Holders from time to time, binding on the City and its successors and assigns, and it shall not be amended or repealed by the City so long as any Bond remains Outstanding except as permitted in this Section. The City may,without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the written consent of Holders holding a majority in aggregate principal amount of the Bonds then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance;provided that, without the consent of all Holders of Outstanding Bonds, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of and interest on the Bonds, reduce the principal amount thereof, the redemption price therefor, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of or interest on the Bonds, (2) give any preference to any Bond over any other Bond, or (3)reduce the aggregate principal amount of Bonds required for consent to any such amendment, addition, or rescission. SECTION 37. Printed Opinion. The Purchaser's obligation to accept delivery of the Bonds is subject to their being furnished a final opinion of Norton Rose Fulbright US LLP, as Bond Counsel, approving certain legal matters as to the Bonds, said opinion to be dated and delivered as of the date of initial delivery and payment for such Bonds. Printing of a true and correct copy of said opinion on the reverse side of each of said Bonds, with appropriate certificate pertaining thereto executed by facsimile signature of the City's Secretary is hereby approved and authorized. SECTION 38. CUSIP Numbers. CUSIP numbers maybe 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. 82504375.5 _49_ SECTION 39. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 40. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City,Bond Counsel,Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, Bond Counsel, Financial Advisors, the Paying Agent/Registrar, and the Holders. SECTION 41. Inconsistent Provisions. All resolutions and ordinances, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters ordained herein. SECTION 42. Governing _Law. This Ordinance shall be construLaw. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 43. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 44. Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council. SECTION 45. Authorization of Paying Agent/Registrar Agreement. The City Council hereby finds and determines that it is in the best interest of the City to authorize the execution of a Paying Agent/Registrar Agreement concerning the payment, exchange, and transferability of the Bonds. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions of this Ordinance. SECTION 46. Authorization of Financing Agreement. The City Council of the City hereby finds and determines that it is in the best interest of the City to authorize the execution of a 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. Any Authorized Official, or their designee, is authorized to execute the Financing Agreement as the act and deed of the City Council. SECTION 47. 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. 82504375.5 -50- SECTION 48. 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 49. 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 2018, financial information and operating data with respect to the System of the general type described in Exhibit D hereto, and (2) if not provided as part such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements so to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit D hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall file unaudited financial statements within such period and audited financial statements for the applicable Fiscal Year to the MSRB, when and if the audit report on such statements becomes available. If the City changes its Fiscal Year, it will file notice thereof with the MSRB of the change (and of the date of the new Fiscal Year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. C. Notice of Certain Events. The City shall file notice of any of the following events with respect to the Bonds to the MSRB in a timely manner and not more than 10 business days after occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; 82504375.5 -51- (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 (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. 82504375.5 -52- 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. 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 82504375.5 -53- 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 50. Book-Entry Only System. The Bonds initially shall be registered so as to participate in a securities depository system(the DTC System)with the Depository Trust Company, New York, New York, or any successor entity thereto (DTC.), as set forth herein. Each Stated Maturity of the Bonds shall be issued (following cancellation of the Initial Bond described in Section 7)in the form of a separate single definitive Bond. Upon issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Bonds shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit E (the Representation Letter). With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds the Bonds from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds (an Indirect Participant). Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Depository Participant or any other person, other than a registered owner of the Bonds, as shown on the Security Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Bond, of any amount with respect to principal of,premium, if any, or interest on the Bonds. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the 82504375.5 -54- 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. SECTION 5 L 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 52. 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 82504375.5 -55- 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 53. 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 54. 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 55. Covenants of Compliance. The City shall faithfully and punctually perform all duties with reference to the System required by the Act, all other applicable laws of the State of Texas, and the provisions of this Ordinance and that the City shall render no free service to any customers or other persons. SECTION 56. Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural,words of the plural number shall be considered to include the singular, and words of the masculine,feminine, or neuter gender shall be considered to include the other genders. SECTION 57. City's Consent to Provide Information and Documentation to the Texas MAC. The Municipal Advisory Council of Texas (the Texas MAO, 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 58. Effective Date. This Ordinance shall be in force and effect from and after its final passage, and it is so ordained. 82504375.5 -56- [The remainder of this page intentionally left blank.] 82504375.5 -57- SIGNED AND SEALED THIS 12th DAY OF DECEMBER, 2017. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (SEAL) APPROVED THIS 12th DAY OF DECEMBER, 2017: Miles Risley, City Attorney 82504375.5 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 12th day of December, 2017, authorizing the issuance of the City's Utility System Subordinate Lien Revenue Refunding Bonds, Series 2018, which ordinance is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 551. EXECUTED UNDER MY HAND AND SEAL of said City,this the 12th day of December, 2017. City Secretary (CITY SEAL) 82504375.5 S-2 The foregoing ordinance was read for the first time and passed to its second reading on this the 12th day of December, 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 12th day of December, 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 12th day of December, 2017. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor 82504375.5 S-3 INDEX TO SCHEDULES AND EXHIBITS Schedule I................................................................................... Schedule of Refunded Obligations Schedule II........................................................................................................Approval Certificate Exhibit A...................................................................................Paying Agent/Registrar Agreement ExhibitB..........................................................................................................................Agreement ExhibitC..................................................................................................................Holder Consent Exhibit D....................................................................Description of Annual Financial Information Exhibit E ..........................................................................................DTC Letter of Representations 82504375.5 Index-I SCHEDULEI Schedule of Refunded Obligations Federal Contract No. 6-07-O1-XO675 entered into by an among the United States of America, the City and the Nueces River Authority, dated June 30, 1976, and amended on June 16, 1980, with respect to the Nueces River Reclamation Project, and is currently outstanding in a principal amount of $ These Refunded Obligations will be prepaid in full on 12018. 82504375.5 Schedule 1-1 SCHEDULE II Approval Certificate See Tab No. 82504375.5 Schedule 11-1 EXHIBIT A Paying Agent/Registrar Agreement See Tab No. 82504375.5 A-1 EXHIBIT B Agreement See Tab No. 82504375.5 B-1 EXHIBIT C Holder Consent See Tab No. 82504375.5 C-1 EXHIBIT D Description of Annual Financial Information The following information is referred to in Section 48 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the 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. 82504375.5 D-1 EXHIBIT E DTC Letter of Representation See Tab No. 82504375.5 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), a political subdivision of the State. The TWDB and the Borrower may be referred to herein as the "Party or the Parties." RECITALS WHEREAS, the TWDB adopted Resolution No. 17-109 (Attachment A, referred to as the Resolution) on October 17, 2017, making a commitment to the Borrower for financial assistance in a total amount of $34,835,000 (Commitment) from the Financial Assistance Account of the Development Fund II (DFund II) administered by the TWDB; and WHEREAS, through this Agreement, the Borrower intends to sell to the TWDB the Borrower's $34,835,000 City of Corpus Christi, Texas Utility System Subordinate Lien Revenue Refunding Bonds, Series 2018 (Borrower Bonds) for the TWDB's financial assistance from DFund II, as further described in Attachment B; and WHEREAS, DFund II is funded, in part, with proceeds of the TWDB's Water Financial Assistance Bonds authorized under Texas Water Code § 17.959 and Texas Constitution, Article III, Sections 49-d-8, 49-d-9, and 49-d-11, and money received as repayment of financial assistance provided from DFund II derived from the payment of principal and interest on such Water Financial Assistance (TWDB Bonds), and WHEREAS, the Resolution provides that the Commitment is contingent on a future sale of bonds or on the availability of funds on hand; and WHEREAS, the TWDB intends to issue TWDB Bonds in order to provide the funds for financial assistance from DFund II to the Borrower; 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's intent to issue TWDB Bonds to provide financial assistance from DFund II to the Borrower through the purchase of the Borrower Bonds by the TWDB with proceeds of TWDB Bonds; NOW, THEREFORE, for and in consideration of the promises and the mutual covenants herein contained, the TWDB and the Borrower agree as follows: CITY OF CORPUS CHRISTI Financing Agreement Page 1 AGREEMENT SECTION 1. LOAN COMMITMENT. The TWDB agrees to lend and the Borrower commits to borrow an amount not to exceed $34,835,000 from the DFund II 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 TWDB and shall take all necessary steps to issue and deliver the Borrower Bonds to evidence the TWDB 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 TWDB Bonds to fund the TWDB Commitment described in this Agreement. To confirm the terms of the Borrower Bonds and the TWDB Bonds, the Borrower shall execute this Agreement. With respect to the Borrower Bonds and the TWDB 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 TWDB Bonds. The TWDB consents to early redemption, or prepayment of the Borrower Bonds, as provided for in this Agreement and the TWDB 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. In order to mutually assure the performance of the parties under this Agreement, the parties agree that the issuance and delivery of the TWDB's Bonds to the underwriters and the issuance and delivery of the Borrower Bonds to TWDB shall occur not more than sixty- one (61) days apart as reflected in Attachment C to assist the parties in complying with their respective duties and obligations under this Agreement. The parties intend and expect that the TWDB will issue and deliver its TWDB Bonds within approximately forty- five (45) days after execution of the TWDB's Bond Purchase Agreement or on 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 TWDB Bonds for the purposes described in this Agreement and in the Resolution upon receipt of this Agreement from the Borrower, signed and delivered by the Borrower to the Executive Administrator of the TWDB by December 14, 2017. The Borrower acknowledges that the schedule provided in Attachment C is a best estimate 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 CITY OF CORPUS CHRISTI Financing Agreement Page 2 Attachment C occurs prior to the initiation of pricing of the TWDB 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 twelve (12) days between the receipt of the modified schedule and the initiation of pricing of the TWDB Bonds. SECTION 4. TERMINATION: EVENTS OF DEFAULT. A. The Parties agree that the Borrower may terminate this Agreement by delivery of written notice to the TWDB at any time prior to twelve (12) days before the date on which the TWDB initiates the pricing of the TWDB Bonds with no penalty, as set forth in Attachment C. B. The Borrower understands and agrees that the Borrower may terminate this Agreement by delivery of written notice between eleven (11) days before and no later than 9:00 am Central Standard Time on the day before the date on which the TWDB prices the TWDB Bonds, provided the Borrower agrees to pay 1.0 percent of the amount of the commitment authorized in Section 1 of this Agreement to the TWDB. In addition, the Borrower shall reimburse the TWDB from lawfully available funds of the Borrower for its proportional share of transaction costs incurred by the TWDB, such as 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 TWDB Bonds in an amount not to exceed $150,000. The Borrower shall be obligated to make such payment to the TWDB no later than June 18, 2018. C. If the Borrower fails to issue the Borrower Bonds by within sixty-one (61) days of the delivery of TWDB Bond funds, it shall be an event of default and Borrower shall pay the TWDB, from lawfully available funds, a Post-pricing Termination Payment in an amount equal to 5.0 percent of the amount of the commitment authorized in Section 1 of this Agreement. In addition, the Borrower shall reimburse the TWDB from lawfully available funds of the Borrower for its proportional share of transaction costs incurred by the TWDB, such as 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 TWDB Bonds in an amount not to exceed $150,000. The Borrower shall be obligated to make such payment to the TWDB no later than June 18, 2018. D. In addition to the foregoing, beginning sixty-eight (68) days from the delivery of the TWDB Bond funds, the TWDB will make best efforts to loan these TWDB Bond proceeds to provide financial assistance to other entities. However, to the extent the TWDB cannot originate all or a portion of the TWDB bond proceeds, or if it is determined by the TWDB Chief Financial Officer after a review of program cash flows to utilize the TWDB Bond CITY OF CORPUS CHRISTI Financing Agreement Page 3 proceeds to redeem or defease all or a portion of the TWDB Bonds. The Borrower agrees to pay the TWDB from currently and legally available funds all costs associated with the portion of such defeasance or redemption attributable to the Borrower's failure to issue the Borrower Bonds by the date set forth in Subsection 4.0 above. Further, it is understood that the TWDB will apply the proceeds of its TWDB Bonds set aside to fund the purchase of the Borrower's Bonds, including investment income, to the defeasance or redemption. SECTION S. CONTINGENCIES. A. The Parties agree that the TWDB's obligation to lend money to the Borrower from the DFund II is contingent upon receiving all legally required approvals for the issuance of the TWDB's Bonds, and the purchase and delivery of the TWDB's Bond proceeds by the Underwriters pursuant to the Bond Purchase Agreement relating to the TWDB's Bonds. B. If any contingency described in the preceding paragraph above is unmet, the TWDB, upon delivery of written notice to the Borrower, may extend or terminate this Agreement together with all of its obligations and duties without incurring any cost, fee or penalty for either the TWDB or the Borrower. C. 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) The Borrower shall timely submit the transcript of proceedings for the Borrower Bonds to the Texas Attorney General; (2) The Borrower shall comply with the requirements and conditions contained in the Resolution; (3) The Borrower shall provide the TWDB with a copy of the preliminary approval letter from the Texas Attorney General upon receipt; (4) The Borrower shall provide the TWDB with a copy of its responses to the preliminary approval letter from the Texas Attorney General; and (5) The Borrower shall allow TWDB to brief the Texas Attorney General on any issues noted in the preliminary approval letter and initiate or CITY OF CORPUS CHRISTI Financing Agreement Page 4 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 Attorney General, and such approval cannot be obtained by the date specified in Attachment C, as a matter of law, the TWDB at its sole discretion, may terminate this Agreement and upon termination the Borrower shall pay, from any of its lawfully available funds, the Post-pricing Termination Payment and any of its 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 TWDB Bonds as provided by Section 4.C. The Borrower shall be obligated to pay such costs to the TWDB no later than June 18, 2018. SECTION 6. REDEMPTION OF BORROWER'S OUTSTANDING DEBT. If proceeds of the $34,835,000 in financial assistance are to be used, in whole or in part, to redeem outstanding bonds, commercial paper, or other interim financing issued by the Borrower, the Borrower agrees that it will not take or fail to take any action that will cause the TWDB 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 interim financing within ninety (90) days of the date of delivery of the TWDB Bonds and to take such other action as shall be required to comply with this Section. SECTION 7. NOTICES. All notices, agreements or other communications required by this Agreement shall be given, and shall be deemed given, when delivered in writing to the electronic mail address of the identified party or parties set forth below: Texas Water Development Board City of Corpus Christi Development Fund Manager Attn: Water Resource Manager Director, Debt and Portfolio Management Email: EstabanR2@cctexas.com Email: Finance-Debt- Management@twdb.texas.gov SECTION 8. 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 9. AMENDMENTS, SUPPLEMENTS AND MODIFICATIONS. This Agreement may be amended, supplemented or modified only in a writing executed by the Parties. SECTION 10. APPLICABLE LAW. This Agreement and any amendments shall be governed by and construed in accordance with the laws of the State of Texas. CITY OF CORPUS CHRISTI Financing Agreement Page 5 SECTION 11. STATE AUDIT. By executing this Agreement, the Borrower accepts the authority of the State Auditor's Office to conduct audits and investigations in connection with all state funds received pursuant to this Agreement in accordance with Texas Government Code § 2262.154. The Borrower shall comply with any directive from the Texas State Auditor and shall cooperate in any such investigation or audit of its Office. The Borrower agrees to provide the State Auditor with access to any information the State Auditor considers relevant to the investigation or audit SECTION 12. 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. Each Party must inform the other in writing with proof of receipt within five (5) business days of the existence of such Force Majeure or otherwise waive this right as a defense. Subject to this provision, such nonperformance shall not be deemed a default or a ground for termination. SECTION 13. EFFECTIVE DATE. This Agreement shall be effective as of the date of the last signature below. SECTION 14. BINDING AGREEMENT. The execution of this Agreement has been authorized by both governing boards of the 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] CITY OF CORPUS CHRISTI Financing Agreement Page 6 CITY OF CORPUS CHRISTI By: The Hon.Joe McComb Mayor Date: STATE OF TEXAS COUNTY OF This instrument was acknowledged before me on the day of 2017, by Joe McComb in his capacity as Mayor on behalf of the City of Corpus Christi (SEAL) Notary Public,State of Texas TEXAS WATER DEVELOPMENT BOARD By: Jeff Walker Executive Administrator Date: STATE OF TEXAS COUNTY OF TRAVIS This instrument was acknowledged before me on the _ day of 2017, by 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) Notary Public,State of Texas CITY OF CORPUS CHRISTI Financing Agreement Page 7 ATTACHMENT A TWDB RESOLUTION NO. 17-109 Attachment A, Page 1 of ATTACHMENT B DESCRIPTION OF BORROWER BONDS Title of Borrower Bonds: Project Name: Project Number: Aggregate Principal Amount of Borrower Bonds: $ Anticipated Closing Date: Dated Date: Call Date: Maturity Schedule: Maturity Principal Amount Attachment B, Page 1 of ATTACHMENT C PRELIMINARY FINANCING SCHEDULE DATE ACTION 10/17/2017 TWDB approval of commitment 11/23/2017 Thanksgiving Holiday 11/24/2017 Thanksgiving Holiday Financing agreement-last day for Borrower to execute, including maturity 12/20/2017 schedule, and deliver to TWDB 12/25/2017 Christmas Holiday 12/26/2017 Christmas Holiday Financing agreement(Sec.4A) -last day to terminate without penalty 12/28/2017 12 days prior to initiation of ricin Financing agreement(Sec. 5) -last day to modify maturity schedule 12/28/2017 12 days prior to initiation of ricin 01/01/2018 New Year's Day Holiday Financing agreement(Sec.4C) -before 9:00 a.m.can terminate with 1%penalty 01/08/2018 1 day prior to pricing). 01/09/2018 TWDB bond pricing initiation (pre-pricing begins) 01/10/2018 TWDB bond pricing 01/15/2018 Martin Luther King,Jr.Day Holiday 01/25/2018 TWDB bond closing borrower must close within 60 da s rom this date 01/25/2018 TWDB approves lending rate scale Borrower adopts bond resolution Borrower submits transcript to Texas Attorney General in preparation of closing 01/26 to 03/26 Borrower closing 03/26/2018 Last day to close Financing agreement(Sec.4D) -penalty is applied for failing to issue debt Start of post-pricing termination payment due period (includes costs of issuance 03/27/2018 and 5%penalty) 06/25/2018 Last due date for post-pricing termination payments tES1T OF Ty United States Department of the I11tet for 13 kI-,:1I {)IRI:(TA 1A] 10 Great I'lain, Reuiunal Of icc RCN 3. 'r'a tea 1'.C). Box .N091}0 Billirn—'s. NIT X9107-0900 It;R;'VV Rt'i 1 it i') GP-4100 2.2.4.22 (WTR-4.00) SEP 2 6 2017 Margie C. Rose, City Manager City of Corpus Christi P.O. Box 9277 Corpus Christi,Texas 78469-9277 Subject: Repayment Obligation of the City of Corpus Christi (City) and the Nueces River Authority under Contract No. 6-07-01-X0675, as amended, Nueces River Project, Texas Dear Ms. Rose: This letter is in response to the request made by Norton, Rose,and Fulbright on behalf of the City for the final outstanding repayment balance under the subject repayment contract. Interest accrues annually at the rate of 5.116%,so based on the outstanding balance the daily interest component is $5,915.94 ($42,207,146.50 X 5.1160/o/365 days). Daily interest will need to be added to the outstanding balance up to the date payment is made in full to the Bureau of Reclamation. Additionally, incidental revenues collected from July 1, 2017,will need to be subtracted from the balance. The payoff amount shall be remitted to the Bureau of Reclamation at: P.O. Box 301506 Los Angeles, CA 90030-1506 Upon receipt of full payment,the City will have fulfilled its repayment obligation to the United States for the reimbursable Project constructions costs under Contract 6-07-01-X0675,as amended. An acknowledgement letter of payment received will be sent after verification of full payment being received. Public Law 93-493(88 Stat. 1496)authorized the Nueces River Project for the principle purposes of. storing,regulating, and furnishing water for municipal and industrial use,conserving and developing fish and wildlife resources and providing outdoor recreation opportunities. Upon complete payment of the obligation assumed, including appropriate interest charges, the City of Corpus Christi and the Nueces River Authority, as the contracting entities, shall continue to have the right to use the reservoir and related facilities of the Nueces River Project in accordance with the contract. Title to the Project works shall remain with the United States unless otherwise authorized by Congress. 2 Once the City has determined a proposed payout date, please coordinate with Ms. Pam Rohde, Supervisory Accountant, to obtain the final payout after adjusting for additional days of interest and any incidental revenues received since July 1, 2017. Ms. Rohde can be reached at 406-247-7675 or prohde4i:.usbr.r,o\; if you have any questions or need additional information. Sincerely, Michael J. Ryan Regional Director cc: Constance P. Sanchez,Director of Finance City of Corpus Christi P.O. Box 9277 Corpus Christi,Texas 78469-9277 Con Mims, Executive Director Nueces River Authority P.O. Box 349 Uvalde,Texas 78802-0349 Christopher Allison ME. Allison and Company 950 E. Base Rd.#200 San Antonio,TX 78209 Clay Binford Norton Rose Fulbright US LLP 300 Convent Street, Suite 2100 San Antonio, Texas 78205-3792 Clay Chrisman Norton Rose Fulbright US LLP 98 San Jacinto Boulevard, Suite 1100 Austin,Texas 78701-4255 00 � so Al �a o H v AGENDA MEMORANDUM NCpgpOpp1EO Public Hearing and First Reading for the City Council Meeting of December 19, 2017 1852 Second Reading for the City Council Meeting of January 9, 2018 DATE: December 6, 2017 TO: Margie C. Rose, City Manager FROM: William J. Green, P.E., Interim Director, Development Services Department BiIIG@cctexas.com (361) 826-3276 Amending the Unified Development Code to revise the duration of the materials and workmanship warranty for all private and public infrastructure improvements CAPTION: Ordinance amending the Unified Development Code ("UDC") by Amending Article 8, Section 8.1, subsection 8.1.6.A entitled "Acceptance of Improvements" of the UDC by revising the duration of the materials and workmanship warranty for all private and public infrastructure improvements from one to two years from the date of final (100%) acceptance; providing for severance; providing for penalties; providing for publication; and providing for an effective date. PURPOSE: The purpose of this item is to update the requirements of the Unified Development Code (UDC) to ensure that the developer and the developer's contractor will be responsible for defects in materials or workmanship. BACKGROUND FINDINGS: At the April 27, 2017 City Council Workshop on New Residential Street Construction, the City Council gave a motion of direction to revise the "duration of the materials and workmanship warranty for all private and public infrastructure improvements from one to two years from the date of final (100%) acceptance". The purpose of the materials and workmanship warranty is to ensure that the developer and the developer's contractor will be responsible for defects in materials or workmanship. The proposed UDC text amendments have been approved by the Planning Commission on May 17, 2017 and was again discussed at Planning Commission meeting on June 28, 2017 for additional public input. On August 23, 2017 Planning Commission passed a motion to retain 1-year warranty and evaluate an alternate consideration of 1 year warranty with a maintenance bond of 50% surety value of the public infrastructure contract price. On September 26, 2017, a presentation was given to the City Council with Staff recommendation to change the existing 1-year warranty for public and private infrastructure to 2 years. At the direction of City Council, Staff met with representatives of the Development Community on December 1, 2017 and agreed to revise the existing 1-year warranty for public and private infrastructure to 2 years for streets, curbs, gutters, and sidewalks and maintain a 1-year warranty for all other public and private improvements, unless otherwise specified by separate agreement. ALTERNATIVES: Denial or alteration of the proposed text amendments. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO POLICY: The proposed text amendments conform to City policy. EMERGENCY/NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Legal and Planning Commission FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital 0 Not applicable Project to Date Fiscal Year: 2017- Expenditures 2018 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s)- Comments: None RECOMMENDATION: Staff recommends revising the existing 1-year warranty for public and private infrastructure to 2 years for streets, curbs, gutters, and sidewalks and maintain a 1-year warranty for all other public and private improvements, unless otherwise specified by separate agreement. LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation-Warranty Period Ordinance amending the Unified Development Code ("UDC") by Amending Article 8, Section 8.1, subsection 8.1.6.A entitled "Acceptance of Improvements" of the UDC by revising the duration of the materials and workmanship warranty for all private and public infrastructure improvements from one to two years from the date of final (100%) acceptance; and providing for severance, penalties, and publication. WHEREAS, the Planning Commission has forwarded to the City Council its report and recommendation regarding this amendment of the Unified Development Code ("UDC"); WHEREAS, with proper notice to the public, public hearings were held on Wednesday's, May 17, 2017, June 28, 2017 and August 23, 2017, Planning Commission meetings, and on Tuesday's, September 26, 2017 and December 19, 20177 City Council meetings, during which all interested persons were allowed to appear and be heard; WHEREAS, the City Council has determined that this amendment to the UDC would best serve the public's health, necessity, and convenience and the general welfare of the City and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That UDC Section 8.1.6.A is amended by adding the following language that is underlined (edded) and deleting the language that is stricken ( ) as delineated below: 8.1.6. Acceptance of Improvements A. During the course of installation and construction of the required public or private improvements, in addition to developer quality assurance, the City shall make periodic inspections of the work to insure that all improvements comply with City requirements. Upon satisfactory completion of installation and construction of all required improvements and submission of required quality assurance documentation, the developer may seek acceptance of all improvements by submitting the final plat in accordance with Subsection 8.1.11 for recordation. In addition, the developer shall provide an engineer's certificate of completion for the required improvements. Once documentation for all requirements necessary for final (100%) acceptance of infrastructure improvements have been submitted and approved, the Assistant City Manager of Development Services will issue written notification to the developer's designated representative. The notification will specify the effective dates of the required materials and workmanship warranty for the improvements. The duration of the warranty will be GPe two years unless otherwise specified by separate agreement. The purpose of the materials and workmanship warranty is to ensure that the developer and the developer's contractor will be responsible for defects in materials or workmanship for all public and private infrastructure improvements required for platting and constructed as part of a development that become apparent within the effective dates specified by the Assistant City Manager of Development Services. SECTION 2. If for any reason any section, paragraph, subdivision, sentence, clause, phrase, word, or provision of this Ordinance shall be held to be invalid or unconstitutional by final judgment of a court of competent jurisdiction, such judgment shall not affect any other section, paragraph, subdivision, sentence, clause, phrase, word, or provision of this Ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, sentence, clause, phrase, word, or provision of this Ordinance be given full force and effect for its purpose. The City Council hereby declares that it would have passed this Ordinance, and each section, paragraph, subdivision, sentence, clause, phrase, word, or provision thereof, irrespective of the fact that any one or more sections, paragraphs, subdivisions, sentences, clauses, phrases, words, or provisions be declared invalid or unconstitutional. SECTION 3. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable as provided in Article 1, Section 1.10.1, and Article 10 of the UDC. SECTION 4. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 5. This ordinance is effective immediately upon passage. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20177 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 , 20177 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 Ordinance amending the Unified Development Code ("UDC") by Amending Article 8, Section 8.1, subsection 8.1.6.A entitled "Acceptance of Improvements" of the UDC by revising the duration of the materials and workmanship warranty for streets from one to two years from the date of final (100%) acceptance; and providing for severance, penalties, and publication. WHEREAS, the Planning Commission has forwarded to the City Council its report and recommendation regarding this amendment of the Unified Development Code ("UDC"); WHEREAS, with proper notice to the public, public hearings were held on Wednesday's, May 17, 2017, June 28, 2017 and August 23, 2017, Planning Commission meetings, and on Tuesday's, September 26, 2017 and December 19, 20177 City Council meetings, during which all interested persons were allowed to appear and be heard; WHEREAS, the City Council has determined that this amendment to the UDC would best serve the public's health, necessity, and convenience and the general welfare of the City and its citizens. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That UDC Section 8.1.6.A is amended by adding the following language that is underlined (edded) and deleting the language that is stricken ( e-' d ) as delineated below: 8.1.6. Acceptance of Improvements A. During the course of installation and construction of the required public or private improvements, in addition to developer quality assurance, the City shall make periodic inspections of the work to insure that all improvements comply with City requirements. Upon satisfactory completion of installation and construction of all required improvements and submission of required quality assurance documentation, the developer may seek acceptance of all improvements by submitting the final plat in accordance with Subsection 8.1.11 for recordation. In addition, the developer shall provide an engineer's certificate of completion for the required improvements. Once documentation for all requirements necessary for final (100%) acceptance of infrastructure improvements have been submitted and approved, the Assistant City Manager of Development Services will issue written notification to the developer's designated representative. The notification will specify the effective dates of the required materials and workmanship warranty for the improvements. The werrenty covers: 1. imaterlials suggllied will be of good guallity and tree froim all detects, even latent detects; 2. the constructlion will be done lin a worlkimanllilke imanner and lin accordance with good usage and accegted trade practlice resultlinq lin a merchantable structure—li.e., one that passes lin the trade wlithout obiectlion; 3. the servlices of the developer and the developer's contractor will be flit or s0table for thelir untended urpose; and 4. the resultlinq constructlion will be lin coimplliance with Clity regulatlions. The duratlion of the warranty for streets, curbs gutters, and slidewall4cs shall be twThe duration of the warranty for all other liimprovements will be one year unless otherwise specified by separate agreement. The purpose of the materials and workmanship warranty is to ensure that the developer and the developer's contractor will be responsible for defects in materials or workmanship for all public and private infrastructure improvements required for platting and constructed as part of a development that become apparent within the effective dates specified by the Assistant City Manager of Development Services. Dlisputes for warranty claliims shall be resolved by the Dlirector of Develogiment servlices. When seel4cling reliimburseiment froim a developer under an eimer, enc Clity repalir, the Clity wiill provlide ghotograghlic docuimentatlion to support claliim of defect lin imaterlials and worl4cmanshlig. SECTION 2. If for any reason any section, paragraph, subdivision, sentence, clause, phrase, word, or provision of this Ordinance shall be held to be invalid or unconstitutional by final judgment of a court of competent jurisdiction, such judgment shall not affect any other section, paragraph, subdivision, sentence, clause, phrase, word, or provision of this Ordinance, for it is the definite intent of this City Council that every section, paragraph, subdivision, sentence, clause, phrase, word, or provision of this Ordinance be given full force and effect for its purpose. The City Council hereby declares that it would have passed this Ordinance, and each section, paragraph, subdivision, sentence, clause, phrase, word, or provision thereof, irrespective of the fact that any one or more sections, paragraphs, subdivisions, sentences, clauses, phrases, words, or provisions be declared invalid or unconstitutional. SECTION 3. A violation of this ordinance, or requirements implemented under this ordinance, constitutes an offense punishable as provided in Article 1, Section 1.10.1, and Article 10 of the UDC. SECTION 4. Publication shall be made in the official publication of the City of Corpus Christi as required by the City Charter of the City of Corpus Christi. SECTION 5. This ordinance is effective immediately upon passage. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20177 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 , 20177 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 Unified Development Code Public and Private Improvements - Warranty Period City Council Presentation December 19, 2017 Background • April 27, 2017 — At a City Council Workshop, a motion of Direction was given to revise the warranty for all private and public infrastructure improvements from one to two years from the date of final (100%) acceptance. • May 17, 2017 — Planning Commission approved recommendation of 2 year warranty. • August 23, 2017 — Planning Commission passed a motion to retain 1 -year warranty and evaluate an alternate consideration of 1 year warranty with a maintenance bond of 50% surety value of the public infrastructure contract price. • September 26, 2017 — Presentation to City Council for Staff recommendation to change the existing 1 -year warranty for public and private infrastructure to 2 years. • December 1, 2017 — City Staff met with the Development Community and agreed to revise the existing 1 -year warranty for public and private infrastructure to 2 years for streets, curbs, gutters, and sidewalks and maintain a 1 -year warranty for all other public and private improvements, unless otherwise specified by separate agreement. Other Municipal Public Infrastructure Policies City of Corpus Christi —1 year warranty (UDC Section 8.1.6.A ) City of Arlington - 2 year warranty City of Carrolton - 2 year warranty with a Maintenance Bond of 100% surety of the public infrastructure contract price City of Fort Worth - 2 year warranty City of Garland- 2 year warranty City of Galveston - 2 year warranty with a Maintenance Bond of 100% surety of the public infrastructure contract price City of Houston —Full infrastructure 1 year warranty with a Maintenance Bond of 100% surety of the public infrastructure contract price. An additional 1 year warranty for pavement surface. Recommendations • Revise the existing 1 -year warranty for public and private infrastructure to 2 years for streets, curbs, gutters, and sidewalks and maintain a 1 -year warranty for all other public and private improvements, unless otherwise specified by separate agreement. se o� � AGENDA MEMORANDUM NORPOfl P�E 1852 Action Item for the City Council Meeting of December 19, 2017 DATE: December 19, 2017 TO: Margie C. Rose, City Manager FROM: Mike Markle, Police Chief MikeMa(o-)-cctexas.com 361-886-2601 Kim Baker, Assistant Director of Financial Services-Purchasing Division Kim B2(o�cctexas.com 361-826-3169 Purchase of Ten Police Motorcycles with Four Year Maintenance Service Agreement CAPTION: Motion authorizing the City Manager, or designee, to purchase ten police motorcycles and execute a 48-month service agreement for maintenance with Corpus Christi Cycle Sports, Inc., doing business as Corpus Christi Harley-Davidson, in response to Request for Bid No. 1284 based on the lowest responsive, responsible bid for a total amount not to exceed $454,671.50 of which $252,961.50 is funded for FY2017-18. PURPOSE: This item is to approve the purchase of ten police motorcycles and a service agreement that includes maintenance for each motorcycle commencing upon the delivery and acceptance of the motorcycles. BACKGROUND AND FINDINGS: The motorcycles will be used by police officers of the Traffic Division to enhance traffic safety. In addition to supplying the motorcycles, the contractor will provide routine maintenance on the motorcycles to assure the units are functional, operational and available for use for the officers. 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, Corpus Christi Harley-Davidson. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement. EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Police Department FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget $394,190.10 $201,710.00 $595,900.10 Encumbered / Expended Amount $91,392.60 $0.00 $91,392.60 This item $252,961.50 $201,710.00 $454,671.50 BALANCE $49,836.00 $0.00 $49,836.00 Fund(s): RedlightPhoto Comments: This item is for the purchase of ten motorcycles and two month of maintenance, which are funded in FY2017-18 from the RedlightPhoto. This item also includes an additional 46-month service agreement to be funded in future years. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Bid Tabulation CITY OF CORPUS CHRISTI BID TABULATION PURCHASING DIVISION RFB 1284-Police Motorcycles BUYER: MINERVA ALVARADO Corpus Christi Harley Davidson ITEM DESCRIPTION UNIT CITY Corpus Christi,Texas UNIT PRICE EXTENDED PRICE High Performance Police $24,419.15 $244,191.50 1 Motorcycles EA 10 2 Maintenance Agreement MO 48 *$4,385.00 $210,480.00 $454,671.50 *Maintenance Agreement is $438.50 per month x 10 motorcycles ,mus c.� c° SERVICE AGREEMENT NO. 1284 Police Motorcycles aanrrrawnt�° THIS Police Motorcycles Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Corpus Christi Harley-Davidson ("Contractor'), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Police Motorcycles in response to Request for Bid/Proposal No. 1284 ("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 Police Motorcycles ("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 48 months, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or Purchasing Division. The parties may mutually extend the term of this Agreement for up to zero additional zero-month periods ("Option Period(s)"), provided, the parties do so in writing and prior to the expiration of the original term or the then- current Option Period. The City's extension authorization must be executed by the City Manager or designee. 3. Compensation and Payment. The total value of this Agreement is not to exceed $454,671 .50, 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. 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: Service Agreement Standard Form Page 1 of 7 Approved as to Legal Form 10/2/17 Pat Eldridge Police Department 361 .886.2696 Pat@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. 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 Service Agreement Standard Form Page 2 of 7 Approved as to Legal Form 10/2/17 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, 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. Service Agreement Standard Form Page 3 of 7 Approved as to Legal Form 10/2/17 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: Pat Eldridge Police Management Services Director 321 John Sartain St., Corpus Christi, TX 78401 Fax 361 .886.2607 IF TO CONTRACTOR: Corpus Christi Harley-Davidson Attn: S. Preston Douglass, Jr. President 502 South Padre Island Dr., Corpus Christi, TX 78405 Fax: 361 .854.3450 17. CONTRACTOR SHALL FULLY 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 WHATEVER NATURE, CHARACTER, OR DESCRIPTION ON ACCOUNT OF PERSONAL INJURIES, 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 A BREACH OF THIS AGREEMENT OR THE PERFORMANCE OF THIS AGREEMENT BY THE CONTRACTOR OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE CONTRACTOR OR ITS EMPLOYEES OR AGENTS. 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 OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form 10/2/17 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. (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 (excluding attachments and exhibits); B. its attachments; C. the bid solicitation document including any addenda (Exhibit 1); then, D. 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. Service Agreement Standard Form Page 5 of 7 Approved as to Legal Form 10/2/17 23. Verification Regarding Israel. In accordance with Chapter 2270, Texas Government Code, the City may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1 ) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The signatory executing this Agreement on behalf of the Contractor verifies that the company does not boycott Israel and will not boycott Israel during the term of this Agreement. 24. 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. 25. 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) Service Agreement Standard Form Page 6 of 7 Approved as to Legal Form 10/2/17 CONTRACTOR Signature: Printed Name: Titles ' l 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 and Bond Requirements Attachment d: Warranty Requirements Incorporated by Reference Only: Exhibit 1: RFB/RFP No, 123 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement standard Farm Page 7 of 7 Approved as to Legal Form 9/18/17 Attachment A: Scope of Work 1. General Requirements/Background Information The Contractor shall provide ten new factory-built police motorcycles with forty- eight-month maintenance agreement for each. The police motorcycles will be used in high-speed highway and or city traffic and law enforcement work. Units will be driven on all types of roads and road surfaces and must possess outstanding handling characteristics, maneuverability, and stability. Units must be equipped and suitable for licensing and safe use under federal standards and meet all Environmental Protection Agency and National Highway Traffic Safety Administration standards for motorcycles sold in the U.S. market. 2. Scope of Work The following describes the mechanical and comfort requirements for the ten new police motorcycles. A. Engine Piston displacement of not less than 1700cc pushrod-operated, overheard valves with hydraulic, self-adjusting lifters, four valves per cylinder and featuring Engine Idle Temperature Management System (EITMS). 1 . Powertrain deluxe chrome group designed for low maintenance: black powder coat finish on engine; chrome rocker boxes, time cover, outer primary housing & transmission cover. 2. Powertrain deluxe chrome group designed for low maintenance; black powder coat finish on engine; chrome rocker boxes, time cover, outer primary housing & transmission covers. 3. Compression ratio: 10.0:1 4. Electronic Sequential Port Fuel Injection System (ESPFI) 5. Single Cam design 6. Hydraulic Lifters requiring no maintenance service adjustments 7. Air and Oil cooled 8. Fan-assisted oil cooler B. Clutch/Transmission 1 . Clutch shall be of the latest assist and slip nine plate design, wet 2. Hydraulically actuated clutch system 3. Transmission to be of the latest design, manual type, with not less than six forward speeds 4. Clutch disengage for starter motor operation 5. Primary drive, double-row chain 6. Greaseless shifter shaft with "anti-vibration" rubber spacers Page 1 of 6 C. Brakes 1 . ABS brakes, linking disengages below 25 mph 2. Hydraulic Disc brakes for both front and rear wheels 3. Front brakes having dual disc 4. Rear brakes having a single disc 5. Brakes shall be relatively free of heat fade 6. Calipers-4 Piston 7. Uniform expanding rear rotor D. Suspension 1 . Motorcycles shall be provided with a suspension system to permit optimum handling conditions as required in law enforcement 2. Minimum of 49 mm telescopic front forks E. Wheels/Tires 1 . Cast Aluminum wheels, rim material to be impermeable to compressed air 2. Tubeless type tires to have non-skid tread, designed to operate on paved highways and shall have a full, four-ply fabric reinforcement 3. Bead-retention tires designed to remain on wheel during sudden loss of pressure F. Fuel Tank 1 . Fuel tank to have a minimum capacity of five U.S. gallons 2. Must provide a minimum of one gallon 3.8L reserve fuel capacity when main supply is exhausted 3. Electric Fuel pump G. Electrical System Electrical system shall be nominal 12-volt as follows: 1 . Battery: Sealed, heavy-duty maintenance free, 12-volt, minimum rated capacity - 28 ampere hours (battery council international rating), 270 cold cranking amps 2. Ignition: Non-waste spark, alpha control 3. Charging System: Three-phase, 48-amp high output alternator producing 28 amps at idle, solid state regulator 4. Connectors: Industrial grade throughout, provided with electrical accessory connection 5. Hand Controls: Water-resistant, Integrated switches Page 2 of 6 6. Starting System: 12-volt starter, solenoid operated engagement, relay required 7. Horn: Sound level audible above motorcycle and traffic-generated noise H. Lighting Each motorcycle shall be provided with the following lighting equipment: 1 . LED Headlight 2. Front emergency lamps PAR-36, one red and one blue (incandescent) 3. Taillight 4. Turn signals, self-canceling system 5. Flashers, four-way, with independent switch 6. License plate lighting with two blue marker lamps 7. Front fender tip light-amber I. Visual Displays 1 . Speedometer, Analog & Digital speedometer, range 0-120mph (or kph equivalent) 2. Two re-settable trip meters 3. Speed capture with digital speed display 4. Gear indicator 5. Odometer, calibrated, cumulative 6. Tachometer, Analog 7. Fuel level gauge 8. Voltmeter gauge 9. Emergency light activation indicators, separate indicators for front and rear emergency lights 10. Stealth mode activated with indicator 11 . Cruise control indicator 12. Sight glass on brake master cylinders 13. Fuel mileage countdown till empty displayed in odometer window when low fuel indicator lamp is lit 14. Turn signal indicators 15. Hazard warning lights indicator 16. Neutral indicator 17. High beam indicator 18. Low oil pressure indicator 19. Engine diagnostic light 20. ABS indicator lamp 21 . Security lamp Page 3 of 6 J. Feature Requirements 1 . Seat - Deluxe solo saddle, special police type, breathable material covering, adjustable coil over spring suspension system 2. Cruise Control-OE standard 3. Stealth mode activated 4. Push to talk switch 5. Power ON for emergency equipment for 30 minutes with ignition OFF 6. Analog and digital speed display with speed capture feature 7. Gear indicator 8. Side stand stand with electronic disengage to prevent drive off with jiffy stand deployed 9. Foot boards pivoting type with non-skid rubber pads 10. Guards front engine guard bar and rear saddlebag guard bars with horizontal saddlebag rails 11 . Saddlebags factory installed, law enforcement type injection molded saddlebags, approximately 2000 cubic inches of storage space per bag, water-resistant, utilizing one touch operation latches 12. Final belt drive, with a rubber isolated 68 tooth rear drive sprocket 13. Chrome two into one into two exhaust system 14. Windshield constructed of clear polycarbonate, design to break away with minimal force 15. Adjustable air deflector dark smoke 16. Mirrors two long stem true image mirrors 17. Key one key fits all locks 18. Wheelbase Maximum of 64 inches (1625 mm) 19. Dry weight Minimum of 800lbs 20. Laden seat height 27.3 21 . Black and White color scheme approved through the department's specifications/designee 22. Service interval first 1000 miles and then very 5000 miles thereafter 23. Warranty minimum of 24 months, unlimited mileage K. Emergency Equipment 1 . Black rear box to accommodate Coban video camera system and another miscellaneous electronic component necessary for police functions 2. Split red and blue LED lights with clear lens attached to the sides and rear of box 3. Wiring adaptor kit/wiring harness to include adaptor plates, barrel lock assembly, and auxiliary battery Page 4 of 6 4. Red and blue police LED Lights for mirrors to include any adaptors 5. Front PAR 36 lamps shall be red and blue split lights with extended lens 6. Red and blue engine guard LED lights 7. 100-watt siren speaker 8. 100-watt siren amplifier 9. PA (public address) microphone 10. Stand extension 11 . If available, provide any additional cooling kit/accessory for engine or other major part 12. Any mounting brackets necessary to accommodate any of the emergency equipment L. Communication Equipment Contractor shall install City supplied communications equipment including radio head, transmitter, speaker, cables, antenna, intercom system and related switches. Final communications system shall be approved by the City. 3. Maintenance A. Contractor will assume full responsibility for total maintenance incurred in the operation of the equipment. B. Contractor will be responsible for infield service and/or pickup and delivery of equipment needing service or repairs under maintenance contract. Upon notification of need repairs, the Contractor shall provide same day priority service. This standard shall apply to a full six-day work week, Monday through Saturday, and include items covered under contract as well as non-contract repairs. C. Service Facility must be available within Corpus Christi, TX to service Police Motorcycles. D. Contractor will provide a parts lists indicating stock levels at service facility. E. Contractor shall provide Original Equipment Manufacturer (OEM) parts F. Contractor will repair police motorcycles and keep in good working order, including but not limited to the following: 1 . Parts, lubricants, and labor for all filters and oil changes, and services. Page 5 of 6 2. Tire replacement due to wear; up to two front and three rear tires per year. 3. All preventive maintenance to include parts and labor. 4. All unscheduled maintenance and repair to include parts and labor. 5. All parts shipping charges, field service travel expenses, and or machine transporting cost to and from Contractor's location where maintenance is performed. 4. Quality Assurance Provisions Prior to delivery, each motorcycle shall be completely inspected and serviced by the delivering dealer and/or the manufacturer's standard pre-delivery service. A checklist shall be completed for each motorcycle, signed by a representative for the organization performing the inspection/service, and delivered with the motorcycle. S. Delivery A. All motorcycles to be shipped complete and delivered to: City of Corpus Christi , Fleet Maintenance Attn: Frank Olvera 5352 Ayers, Building 3B Corpus Christi, TX 78415 Phone Number: 361-826-1676 Email: FranciscoD@cctexas.com B. Equipment Manuals - One operator manual shall be delivered to the department at the time of delivery for each of the motorcycles. C. Contractor shall provide additional safety documentation researched by an independent source. Page 6 of 6 Attachment B: Bid/Pricing Schedule S CITY OF CORPUS CHRISTI BID FORM PURCHASING DIVISION NOpPOP0.EO RFB No. 1284 1852 Police Motorcycles Date: z ' PAGE I OF I (0,10(As014tic-s,rc- /4Ajj1j4aa-xs-,yjAuthorized Bidder: Signature: 7- 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 restricting competition regarding 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. Item Description Quantity Unit of Unit Extended Measure Price Price New 2017 (or Newer) I High Performance Police 10 EA Ie Motorcycles 2 Maintenance Agreement 48 MO 21, oq,8, 2-10, LI� 0 Total L/Sq I 67 1. 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 Bodily Injury and Property Damage cancellation, non-renewal, material Per occurrence - aggregate change or termination required on all certificates and policies. COMMERCIAL GENERAL LIABILITY $1 ,000,000 Per Occurrence including: $2,000,000 Aggregate 1 . Commercial Broad Form 2. Premises - Operations 3. Products/ Completed Operations 4. Contractual Liability 5. Independent Contractors 6. Personal Injury- Advertising Injury 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 Page 1 of 3 Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly met. An All States endorsement shall be required if consultant 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 Management 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. Page 2 of 3 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 Purchasing Delivery of Ten New Police Motorcycles 08/07/2017 sw Risk Management Page 3 of 3 12wc01/ Attachment D: Warranty Requirements 24 Months/Unlimited Miles Harley-Davidson warrants for 2018 HidSn dealer will repair or replace without charge any parts found under normal use to be defective in factory materials or workmanship. Such repair orreplacement ordefective parts willooHanoy'uavmsonssole obligation and your sole and 8xC|uSk/8 remedy under this |innih}d warranty. This limited warranty applies only for the duration identified below. No person, including Harley-Davidson dealers, may modify, extend or waive any part of this warranty. As condition of this vvananty, you are responsible for properly uSing, mointoining, and caring for your motorcycle as outlined in your Owner Manual. Harley-Davidson recommends that you maintain copies of all maintenance records and receipts. THERE IS NO OTHER EXPRESS WARRANTY (OTHER THAN THE SEPARATE EK4|SG|(}NG, NOISE, AND RADIO LIMITED WARRANTIES) ON THE MOTORCYCLE. Any implied warranty of merchantability orfitness for particular purpose is limited to the duration of the express vvananty, or to the duration Set forth in your state's warranty statutes, whichever is shorter. Any implied warranty is not transferred to subsequent purchasers/buyers of the motorcycle. The implied warranty of fitness for a particular purpose does not apply ifyour motorcycle is used for racing, even if the nnntovCyo|e is equipped for racing. Some states donot allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you. T(} THE FULLEST EXTENT ALLOWED BY LAW, NE|THER HARLEY-DAVIDSON NOR ITS AUTHORIZED DEALERS SHALL BE LIABLE FOR LOSS OF TIME, INCONVENIENCE, LOSS OF MOTORCYCLE USE. COMMERCIAL LOSS (}RANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES. Harley-Davidson and your dealer are not responsible for any time or income that you lose, any inconvenience, the loss of your transportation or use of your motov:yo|8, the cost of a rental motorcycle, fue|, trave|, meals, or |odging, or for any other incidental nrconsequential damages you may have. Punitive, ex8nnp|8ry, or multiple damages may not be recovered un|8SS applicable |avv prohibits their disclaimer.You may not bring t related claim as a o|aSS repreSentative, a private attorney genera|, a member of aC|aSS of claimants or in any other representative capacity. Harley-Davidson shall not be liable for any damages caused by delay in delivery or furnishing ofany products and/or services. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply toyou. This warranty gives you specific legal righta, and you may also have other rights which vary from state to State. The following terms and conditions apply tnthis limited warranty: Duration 1. The duration of this limited warranty is twenty-four monthS, starting from the earlier of (a) the date of initial retail purchase and.delivery of the motorcycle from an authorized Harley-Davidson dealer, or (b) the third anniversary of the last day of the model year of the motorcycle. Your authorized Harley-Davidson dealer will submit an electronic Sales and Warranty Registration form to initiate your limited warranty. 2. Any unexpired portion of this limited warranty will betransferred hu subsequent ownera, upon the resale of the motorcycle during the limited warranty period. Owner's Obligations To obtain warranty i return yourmotn | at your expense within the limited warranty period to an authorized Harley-Davidson dealer. The authorized Harley-Davidson dealer should be able to provide warranty service during normal business hours, depending upon the workload of the authorized dealer's service department and the availability ofnecessary parts. Exclusions This |innihBd warranty will not apply to any motorcycle. xups:xsemweinm.»anev-uawusov.*zm/s.p/contenwuommenxwew?m=z4s1no&qruvp|u=1o#1nsnzen!/n!zn1nn 1n 12/4/2017 94000475_1040327_en_US-2018 HARLEY-DAVIDSONO OWNER'S MANUAL:TOURING MODELS I Harley-Davidson SIP 1. Which has not been operated or maintained as specified in the owner's manual. 2. Which has been abused, neglected, misused, improperly stored, used "off the highway," or used for racing or competition of any kind. 3. Which is not manufactured to comply with the laws of the market in which it is registered. 4. Which has off-road or competition parts installed to enhance performance, a trailer hitch, or has other unapproved modifications (even if these modifications include genuine Harley-Davidson parts and accessories that are not approved for use on your motorcycle). These modifications may void all or parts of your new motorcycle limited warranty. See an authorized Harley-Davidson dealer for details. 5. Which has been subjected to an act of God, war, riot, insurrection, nuclear contamination, natural disasters, including, but not limited to, lightning, forest fires, dust storms, hail storms, ice storms, earthquakes, or floods, or other circumstances out of Harley-Davidson's control. 6. Which has been in an accident or collision or has been dropped or struck. Other Limitations This limited warranty does not cover: 1. Parts and labor for normal maintenance as recommended in the owner's manual, or the replacement of parts due to normal wear and tear including, but not limited to, the following: tires, lubrication, oil and filter change, fuel system cleaning, battery maintenance, engine tune-up, spark plugs, brake, clutch, chain/belt adjustment and chain replacement. 2. Cosmetic concerns that arise as a result of owner abuse, lack of proper maintenance or environmental conditions (except concerns that result from defects in factory materials or workmanship, which are covered by this limited warranty for the duration of the limited warranty period). 3. Any cosmetic condition existing at the time of retail delivery that has not been documented by the authorized Harley-Davidson selling dealer prior to retail delivery. 4. Defects or damage to the motorcycle caused by alterations outside of Harley-Davidson's factory specifications or caused by alterations or use of parts or accessories not approved for the make and model year of your motorcycle. 5. Damage caused by installation or use of non-Harley-Davidson components, even those installed by an authorized Harley-Davidson dealership, that cause a Harley-Davidson part to fail. Examples include, but are not limited to performance-enhancing powertrain components or software, exhaust systems, trailer hitches, non-approved tires, lowering kits, handlebars, and add-ons connected to the factory electrical system. 6. United States customers: Defects or damage impacting the functionality of powertrain components in a motorcycle that has been tuned using a tuner or calibration that was not covered by a California ARB Executive Order or otherwise approved by EPA. Important: Read Carefully 1. Authorized Harley-Davidson dealers are independently owned and operated and may sell non-Harley-Davidson products. Because of this, HARLEY-DAVIDSON IS NOT RESPONSIBLE FOR THE SAFETY, QUALITY, OR SUITABILITY OF ANY NON-HARLEY-DAVIDSON PART, ACCESSORY OR DESIGN MODIFICATION INCLUDING, BUT NOT LIMITED TO, LABOR WHICH MAY BE SOLD AND/OR INSTALLED BY AUTHORIZED HARLEY-DAVIDSON DEALERS. 2. This limited warranty is a contract between you and Harley-Davidson. It is separate and apart from any warranty you may receive or purchase from an authorized Harley-Davidson dealer. An authorized Harley-Davidson dealer is not authorized to alter, modify, expand, or in any way change the terms and conditions of this limited warranty. 3. Any warranty work or parts replacement authorized by Harley-Davidson will not preclude Harley-Davidson from later relying on any exclusion where applicable. 4. Harley-Davidson and its authorized dealers reserve the right to modify or service motorcycles designed and manufactured by Harley-Davidson at any time without incurring any additional obligation to make the same alteration or change to a motorcycle previously built and sold. Harley-Davidson reserves the right to provide post- httnr//carviraintn har1P\/-rlaviricnn rnm/cin/rnnfant/rinrnmanf/viani7irl-9dF1nRRnrni nlrl_4Ctf1nFn�Anllnl7n1nF oi� 12/4/2017 94000475_1040327_en_US-2018 HARLEY-DAVIDSON®OWNER'S MANUAL:TOURING MODELS I Harley-Davidson SIP warranty repairs, conduct repair campaigns, offer good-will or customer satisfaction repairs or extend the warranty coverage for certain motorcycles at its sole discretion. Said repairs or extensions of warranty coverage in no way obligates Harley-Davidson to provide similar accommodations to other owners of similar motorcycles. Sometimes Harley-Davidson may offer a special adjustment program to pay all or part of the cost of certain repairs beyond the terms of your limited warranty. Check with your authorized Harley-Davidson dealer to learn whether such programs are available to you. Your state may prohibit these types of offers, in which case, they may not be available to you. 5. The fact that a part is labeled or branded Harley-Davidson does not necessarily make it appropriate or warranted for the make and model of your motorcycle. The use of parts not designed and tested for your motorcycle may have negative consequences on the performance of your motorcycle and may create conditions not covered by this limited warranty. httr)s://serviceinfo.harlev-davidson.com/sir)/content/documenUview?id=245108&nrounld=15#1 n,in?ftrmrn2n 1 nc) �i� 12w/2017 94000475_1040327_on_us zn18Hxm/*Y-ow/oGowmOWNER'S MANUAL:TOURING MODELS| Harley-Davidson SIP The following limited warranty appliesh i i | system, is in addition h MOTORCYCLE LIMITED WARRANTY and NOISE CONTROL SYSTEM LIMITED WARRANTY, and applies only to Harley-Davidson motorcycles certified for sale, registered, and normally operated inthe U.S. Refer iothe CALIFORNIA EMISSIONS CONTROL WARRANTY STATEMENT for additional warranty provisions applicable to California mOh][CyC|aG. Harley-Davidson Motor Company warrants to the first owner and each subsequent owner that this vehicle is designed, built, and equipped GOaStoconform atthe time Dfsale with applicable [8gu|atiOnSundera8ctiOn7521 OfTitle 42 {dthe United States Code, and that it is free from defects in materials and workmanship which vvou|U cause this motorcycle to fail tfo with applicable regulations for five /3\ years from the initial retail purchase and delivery from an authorized Harley-Davidson dealer (or five (5) years from the date the motorcycle is first placedi | if it is first placed inservice 8S8 "demonat/ator^ ur "cornpany" motorcycle priortode|ivmry). or3O.0OOknn (18G41 mi), whichever occurs first. Any unexpired portion of this limited warranty will be transferred to subsequent owners, upon the resale of the motorcycle during the warranty period. THERE IS NO OTHER EXPRESS WARRANTY (OTHER THAN THE SEPARATE MOTORCYCLE AND NC>|GE LIMITED WARRANTIES) ON THE MOTORCYCLE. ANY IMPLIED WARRANTY OFMERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE IS LIMITED TOTHE DURATION OF THIS WARRANTY. Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you. The limited warranty period shall begin on the date the motorcycle is delivered to the first retail purchaser or, if the motorcycle is cdaCBd in service as e demonstrator or company motorcycle prior to sale at r*tai|, on the date it is first placed inservice. THE FOLLOWING ITEMS ARE NOT COVERED BY THE EMISSION CONTROL SYSTEM LIMITED WARRANTY 1. Failures which arise as a result of misuse, tampering, alterations, accident, acts of nature, or improper or inadequate maintenance aespecified inthe Owner's Manual. 2. Required maintenance services (as specified in the Owner's Manual) and the replacement of parts (such as spark plugs, fuel and oil fi|ie/s, etc.) used in required maintenance. 3. Any motorcycle on which the odometer mileage has been changed so that the mileage cannot be determined. 4. T[]THE FULLEST EXTENT ALLOWED BY LAVV, NEITHER HARLEY-DAVIDSON NDA ITS AUTHORIZED DEALERS SHALL BE LIABLE FOR LOSS DFTIME, INCONVENIENCE, TOWING OF THE VEH|CLE, LOSS OF MOTORCYCLE USE, COMMERCIAL LOSS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply ioyou. Items Covered by this Emission Warranty The emission control system warranty may cover the following parts if the defect is deemed to be em issions-related: ° Air cleaner assembly " Cam shaft " Spark plug " Ignition coil • Ignition wires = Vapor valve = Catalytic converter ° Crankcase breather • MAP sensor " TMAPsenoor ° Intake air temperature sensor " Throttle position sensor • Fuel injectors ° Induction module orthrottle body 12/4/2017 94000475_1040327_en_.US-2018 HARLEY-DAVIDSONO OWNER'S MANUAL:TOURING MODELS I Harley-Davidson SIP • Engine temperature sensor ■ Electronic control unit ■ Oxygen sensors Fuel Tank (non-cosmetic failures only) • Leaks ■ Fuel vapor separator • Fuel cap If used on the above: hoses, clamps, fittings, tubing, sealing gaskets and mounting hardware. Detailed instructions for proper maintenance and use of this motorcycle, including the time and/or mileage intervals at which such maintenance is to be performed, may be found in this Owner's Manual under ,cords. Other Rights This limited warranty gives you specific legal rights, and you may have other rights which vary from state to state. Recommendations for Required Maintenance It is recommended that any emission system maintenance be performed by an authorized Harley-Davidson dealer using genuine Harley-Davidson replacement parts. However the maintenance, replacement or repair of the emissions control system may be performed by any other qualified service outlet or individual. Non-genuine Harley-Davidson parts may be used only if such parts are certified to comply with U.S. Environmental Protection Agency Standards. httos://servireinfo.harlev-davids�n.c�m/sin/rnntent/dors invent/viaw 7ic�=�451(1ftRnrni inlri=1 F#1 nRFRFR113i�f11 f1R 9/9 The following limited warranty applies to the noise control system,is in addition to the MOTORCYCLE LIMITED WARRANTY and EMISSION CONTROL SYSTEM LIMITED WARRANTY,ar Harley-Davidson warrants to the first owner and each subsequent owner that this motorcycle is designed and built so as to conform at the time of sale with applicable regulations of the U.S. from defects in factory materials and workmanship which can cause this motorcycle not to meet U.S.Environmental Protection Agency Standards within one(1)year from initial retail purcha! of the last day of the model year of the motorcycle.or 6.000 km(3730 mi)whichever occurs first.Any unexpired portion of this limited warranty will be transferred to subsequent owners,upor demonstrator or company motorcycle.then the limited warranty period may have started and/or expired prior to the initial retail sale.See an authorized Harley-Davidson dealer for details. THERE IS NO OTHER EXPRESS WARRANTY(OTHER THAN THE SEPARATE MOTORCYCLE AND EMISSIONS LIMITED WARRANTIES)ON THE MOTORCYCLE.ANY IMPLIED WAf DURATION OF THIS LIMITED WARRANTY. Some stales do not allow limitations on how long an implied warranty lasts,so the above limitation may not apply to you. The limited warranty period shall begin on the date the motorcycle is delivered to the first retail purchaser or.if the motorcycle is placed in service as a demonstrator or company motorcycle F THE FOLLOWING ITEMS ARE NOT COVERED BY THE NOISE CONTROL SYSTEM LIMITED WARRANTY 1. Failures which arise as a result of misuse.alteration.or non-performance of maintenance as specified in the Owner's Manual. 2. Replacing,removing,or modifying any portion of the NOISE CONTROL SYSTEM(consisting of the exhaust system and air intake/cleaner assembly)with parts not certified to be noise le(. 3. Any motorcycle on which the odometer mileage has been changed so that the mileage cannot be determined. 4.TO THE FULLEST EXTENT ALLOWED BY LAW,NEITHER HARLEY-DAVIDSON NOR ITS AUTHORIZED DEALERS SHALL BE LIABLE FOR LOSS OF TIME,INCONVENIENCE,LO: DAMAGES. Some states do not allow the exclusion or limitation of incidental or consequential damages,so the above limitation or exclusion may not apply to you. Other Rights This limited warranty gives you specific legal rights.and you may have other rights which vary from state to state. Recommendations for Required Maintenance It is recommended that any noise system maintenance be performed by an authorized Harley-Davidson dealer using genuine Harley-Davidson replacement parts.The maintenance,replacer individual.Non-genuine Harley-Davidson parts may be used only if such parts are certified to comply with U.S.Environmental Protection Agency Standards. Hapley-Davidson, I i• p E X T E N D E D SERVICE PLAN Today's Date ESP Sale Date • •-oo • o Name of Purchaser Dealer 70*k ESP Number ;> Address City Stale Zip Code In-service Date ESP Sale Mileage Selling Dealer Telephone Expiration Date Expiration Mileage Unlimited Address City State Zip Code Year Make Harley-Davidson Demo Bike Used Sales Anytime Future Contract Guaranty Engine Size Model ❑ ❑ ❑ Original ESP#: YOUR COVERAGE TERM Vehicle Identification Number("VIN") NEW MOTORCYCLE 1 EXTENDED ELIGIBILITY MOTORCYCLE*:(check one below) Motorcycle Purchase Price ESP Price ❑ 3 Years/Unlimited Mileage ❑ 6 Years/Unlimited Mileage �=eY ❑ 4 Years/Unlimited Mileage ❑ 7 Years/Unlimited Mileage ❑ 5 Years/Unlimited Mileage **The DeduclJbb for each Breakdown/Road Hazard Event repair made at the Coverage Term is measured from the In-Service Date as defined in this ESP. Selling Dealer or another Harley-Davidson location is fifty dollars($50).1'he USED MOTORCYCLE** (check one below) Deducftfor each6reakdowrdRoadHazard Event mpairmade a[another licensed repair facility is one hundred dollars($100).Deductible for Road ❑ 1Year/Unlimited Mileage ❑ 4Years/Unlimited Mileage Hazard Events applicable only when Tire and Wheel Coverageis purchased witti this ESP. ❑ 2 Years/Unlimited Mileage ❑ 5 Years/Unlimited Mileage Lienholder(if applicable) ❑ 3 Years/Unlimited Mileage Coverage Term is measured from the ESP Sale Date. POLICE MOTORCYCLE:(Certain limitations and exclusions apply;see subsection 4(D),fordetails.) ❑3 Years/Unlimited Mileage ❑ 4 Years/Unlimited Mileage ❑ 5 Years/Unlimited Mileage ❑I OPTIONAL TARE AND WHEEL COVERAGE/UNLIMITED MILEAGE (Not available for Police Motorcycles) A. The terms"We,""Us,"and"Our"refer to the obligor of this Harley-Davidson Extended Service Plan("ESP"),which is Continental Service Provider,Inc.,4150 N. Drinkwater Blvd.,Suite 400,Scottsdale,AZ 85251,800-527-7665.Our obligations to You under this ESP are guaranteed under Service Contract Reimbursement Insurance Policy No.WNC0045002,issued by Continental Casualty Company,333 S.Wabash Ave.,Chicago,IL 60604 312-822-5000.You may make a claim with Continental Casualty Company if We do not settle Your claim or provide service within sixty(60)days of receipt of the Required Documents.This ESP is not an insurance policy and You are not required to purchase this ESP to either purchase or obtain financing for Your Motorcycle. B. 'You"and'Your'mean the purchaser as set forth above in Section 1,ESP Proof of Registration,or a transferee pursuant to subsection 8(8),Transfer Guaranty.Other words and phrases that have particular meaning are capitalized throughout this ESP and are set forth in Section 12,Definitions. C. CNA National Warranty Corporation is the organization We have retained to provide administrative services on Our behalf("Administrator').Should You have any questions regarding coverage or benefits under this ESP,You may contact Our Administrator at the Harley-Davidson Service Center,P.O.Box 2840,Scottsdale,AZ 85252-2840,800-527-7665,ext.411. • • 1211111111111111111 A. In consideration of the ESP Price as set forth above in Section 1,ESP Proof of Registration,We agree to provide the coverage detailed below in Section 4,Coverage, only to You for Your Motorcycle for the Coverage Term indicated by the marked selection above,subject to all terms,conditions,limitations and exclusions contained in this ESP(Sections 1 through 14).See Section 14,State Requirements,for changes that may apply. B. The Coverage Term for Your New Motorcycle or Your Extended Eligibility Motorcycle is measured from the In-Service Date regardless of the ESP Sale Date,and continues until the Expiration Date,subject to any corrections,cancellations or amendatory ESP Endorsements as may be issued by Our Administrator as more particularly set forth herein. Note: If,as of the ESP Sale Date set forth above,Your Motorcycle retains any balance under its Harley-Davidson Factory Warranty,Your Coverage Term will be measured from the In-Service Date,regardless of the ESP Sale Date. C. If You purchased a Used Motorcycle and this ESP on the ESP Sale Date,Your Coverage Term begins on ESP Sale Date and continues until the Expiration Date, subject to any corrections,cancellations or amendatory ESP Endorsements as may be issued by Our Administrator. D. You acknowledge and agree that if this ESP is purchased at any time after the purchase date of Your Used Motorcycle under Our Used Sales Anytime program,Your Coverage Term begins three hundred(300)miles after the ESP Sale Mileage listed above in Section 1,ESP Proof of Registration,regardless of the ESP Sale Date. E. BY SIGNING BELOW YOU ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPT THE PROVISIONS OF THIS EXTENDED SERVICE PLAN AS A COMPLETE STATEMENT OF YOUR COVERAGE AND RIGHTS,AND THAT YOU ARE NOT RELYING ON ANY WRITINGS OR OTHER REPRESENTATIONS OR PROMISES OTHER THAN IN THOSE CONTAINED IN THIS EXTENDED SERVICE PLAN. Purchasers Signature Date HARLEY-DAVIDSON and the Bar and Shield logo are among the trademarks of H-D U.S.A.,LLC. ©2016 CNA National Warranty Corporation 9300(04/16) o e A. COVERED PARTS:Coverage under this ESP includes only the parts of the components listed below and originally covered under the Harley-Davidson Factory Warranty: 1. Engine 9. Electrical System 2. Transmission 10. Instruments and Gauges 3. Primary Drive 11. Seals and Gaskets 4. Suspension 12. LED Lights 5. Steering Assembly 13. Audio Entertainment System**:Receiver,CD player,navigation system,audio jacks,MP3 player,alarm system. 6. Brake System 14. Intercom**:Transmitter/receiver,headset,microphone,splitter,console pod,cables and jacks. 7. Fuel System 15. Fairing Hardware**:Mounting hardware,brackets,switches,covers,latches and hinges. 8. Cooling System 16. Saddlebag/Travel Trunks**:Bags,travel trunks,latches,hinges,mounting hardware. 17. Sidecar Hardware**:Mounting hardware,hub,spindle,wheel bearings,brake rotor,caliper,lines and fittings,suspension, latches and hinges. Coverage limited to listed parts. 9300(04/16) MERIN"111"9/0172 tT���t��fa�6)R,l�h�t��"�(� y li��G�aa�1��f���� ��������VMEMIY1ilk Inspection Checklist in order to be eligible for coverage under Our Used Sales B. COVERAGE DETAILS: Anytime program. Motorcycle eligibility shall be deternined pursuant to Our air Used Sales Anytime program guidelines Breakdown directly,for Costs actually Inco incurred ourthe se You, or replacemena licensed t of Covered Part(s)of Your Motorcycle that fail due to a"Breakdown'---the A. NOTICE OF EXCLUSIONS:During the Coverage Term of this ESP,costs for covered failure of a Covered Part,in normal use and service,to perform its Non-Covered Parts,Non-Covered Conditions and Nan-Covered Services that designed functions due to defects in materials or faulty workmanship in its may arise in connection with Your Motorcycle are Your responsibility.This manufacture -- for the duration of the Coverage Term, less Your ESP does not cover,and We will not pay for,the repair, replacement, or Deductible,subject to all of the terms,conditions,limitations and exclusions adjustment of parts that are not expressly covered under the terms and set forth in this ESP.In no event shall Our responsibility exceed the amount conditions of this ESP.Additionally,this ESP does not cover,and We will not set forth in subsection 11(F),Limit of Liability.Replacement parts may be pay for, any Subsequent Damage-any damage caused to Non-Covered new, used, remanufactured, or pads of a like kind and quality when Part(s)by Covered Part(s)or any damage caused to Covered Part(s)by Non- available,as deemed necessary or appropriate by Our Administrator.Pre- Covered Part(s), Non-Covered Services and/or Non-Covered Conditions. existing conditions are not excluded. For each repair visit,You must pay Examples of Non-Covered Parts,Nor-Covered Conditions and Non-Covered the Deductible for any Breakdown repairs.Additionally,You must pay for all Services are listed below in subsections B,C and D.If a part serves the same costs that are not covered under this ESP, including the costs for any function as a Non-Covered Part,it is also a Non-Covered Part,If a repair or repairs,replacements or services as described in Section 5,Non-Covered maintenance procedure produces the same result as a Non-Covered Service, Pads,Services and Conditions.As a condition of coverage,You agree to it is also a Nan-Covered Service.There is no coverage available under the maintain Your Motorcycle according to the manufacturer's specifications provisions of this ESP for the repair or replacement of Covered Part(s)which and as described in Section 1, Your Responsibilities for Service and have experienced a failure that is not due to a Breakdown. Maintenance.No coverage is due to You,nor will coverage be provided by B. NON-COVERED PARTS:Non-Covered Parts include,but are riot limited to,the Us,if We have not received appropriate payment of the ESP Price and following: supporting docurnentation from You.Coverage under this ESP does not d include repairs which qualify for coverage under Your Motorcycle's Hal1. Antenna mast and mirrors. Harley-- 2. Audio speakers l wiring,cellular telephone. Davidson Warranty or any other warranty. 3. Battery,fuses,and fusible links. 2. Tire and Wheel Coverage (Optional): When Section 1, ESP Proof of 4, Belts,hoses,lines arid clamps. Registration,includes a mark indicating optional Tire;and Wheel Coverage 5. Body parts,windshield and their mounts. has been selected and We have received payment for same,We will pay 6. Brake pads. for Costs to repair or replace the original factory equipment or like 7. Exhaust system rust-out or discoloration, replacement tires and/or wheels of Your Motorcycle that fail due to a"Road fl. Fairing(except those parts listed in subsection 4(A)(15)above). Hazard Event'--contact with a road hazard such as pothole or debris on 9. Filters and filter housings. the road surface like nails, rocks, tree limbs,glass, plastic or any other 10. Final drive chain or belt. object or condition not normally found in the roadway-for the duration of 11. Frame(except integral oil/fuel tanks). the Coverage Term, less Your Deductible, subject to all of the terms, 12. Glass,fogged or hazy headlight lenses, sealed beams and light conditions,limitations and exclusions set forth in this ESP-In no event shall bulbs. Our responsibility exceed the amount set forth in subsection 11(F),Limit of 13. Mufflers or baffles. Liability.There is no coverage available and We will not pay for costs to 14. Sidecar(except those parts listed in subsection 4(A)(17)above). repair or replace tires that fail due to normal wear,damage due to collision 15. Spark plugs and plug wires. (except Road Hazard Event repairs as specifically described above), 16. Tires,wheels arid spokes,unless: overloading,dry rot,fire,flood,vandalism,acts of God;abnormal wear;or a. Your purchase of this ESP included Tire and Wheel Coverage; failures of tires or wheels when tires have less than 3132 of an inch of tread. and 3. Expense Reimbursement Coverage: Your ESP coverage includes the b. Damage is due to a Breakdown or Road hazard Event. following: 17. Trailer bitch. a. Rental Reimbursement:When a Breakdown or Road Hazard Event 18, Trim,upholstery and paint. makes Your Motorcycle inoperative or unsafe to drive and Your C. NON-COVERED SERVICES: Non-Covered Services include, but are riot Motorcycle must remain in the repair facility overnight, We will limited to,the following: reimburse You for Your expenses actually incurred for a rental vehicle 1. Scheduled maintenance services. when an official receipt is presented from a licensed rental agency.We 2, Engine tmae•up. will pray no more than seventy-five dollars($75)per twenty-our(24)- 3. Transmission service. hour period and in no event will Our obligations for rental vehicle 4. Replacement or addition of fluids and lubricants. reimbursement exceed seven hundred fifty dollars(5750)for any single 5. Cleaning of fuel and cooling systems, Breakdown or Road Hazard Event repair,You must incur this expense 6. Removal of carbon,sludge,varnish or other contaminants. between the date of the Breakdown/Road Ilan,rd Event and the date 7. Alignment or adjustment of parts,unless necessary in connection that covered repairs arc completed, with a Breakdown repair. b. Pickup Reimbursement:When a Breakdown or Road Hazard Event 6. Ignition/fuel system adjustirtents and calibrations. makes Your Motorcycle inoperative or unsafe to ride,We will reimburse 9. Correction of water leaks,squeaks and rattles. You for pickup charges for Your Motorcycle which are not otherwise 10. Wheel balancing or spoke adjustment,unless: covered or reimbursed to You by any road club or insurance policy or a. Your purchase of this ESP included Tire and Wheel Coveracp; covered undo Your Harley-Davidson Factory Warranty when an official and receipt is presented from a licensed provider.Our ohligations5 for pickup b. Damage is due to a Breakdown or Raid Hazard Event. reimbursement charges shall not exceed two hundred dollars(3200)for D) NON-COVERED CONDITIONS:Non-Covered Conditions include,but are not any single Breakdown/Road Hazard Event repair, limited to,the following: c. Travel Lodging Reimbursement: When a Breakdown or Road 1, ANY EXPENSE INCURRED IN CONNECTION WITH REPAIRS Hazard Event disables Your Motorcycle arid, as a result, You are PERFORMED WITHOUT RECEIPT OF PRIOR AUTHORIZATION stranded overnight more than one hundred ('100) miles from Your FROM OUR ADMINISTRATOR, AS REQUIRED PURSUANT -rO home,We will reimburse You for Your expenses actually incurred for SUBSECTION 6(A),NOW TO FILE A CLAIM. lodging and meals when an official receipt is presented from a licensed hotel and/or restaurant as applicable.You must incur these expenses 2. Any loss or expense if Your Motorcycle is used or equipped for between the date of the BreakdownlRoad Hazard Event and the date towing,delivery,or emergency purposes(except Harley-Davidson that covered repairs are completed. We will pay no more than one Police Motorcycles covored under a Harley-Davidson ESP); hundred fifty dollars(,9','150)for any twenty-foul'(24)-hour period and in competitive driving, racing, contests of speed; or overloading no event will Our reimbursement obligations exceed four hundred fifty (including occupants,cargo or tow loads)in excess of the maximum dollars($450)for any single Breakdown/Road Hazard Event repair. weights specified in Your Harley-Davidson owner's manual. C, HARLEY-DAVIDSON FACTORY WARRANTY LIMITATION: When Your 3. Any damage due to collision or upset,breakage of glass,missile or Harley-Davidson Factory Warranty covers a repair for a failure that would have falling objects; fire; theft, larceny; explosion, earthquake, otherwise qualified as a Breakdown under the terms of this ESP;We will only windstorm,hail,wafter,flood;rust,corrosion,contamination,foreign reimburse You for Your actual expenses incurred in accordance will Suction objects;malicious mischief,vandalism,riot or civil commotion;acts 4(B)(2) °Tire and Wheel Coverage (Optional)', as applicable, and Section of terror; lightning, nuclear contamination, acid rain, fading, 4(B)(3)"Expense Reimbursement Coverage." environmental or industrial fallout;freezing,ultraviolet rays,roritng, D. POLICE MOTORCYCLE COVERAGE DETAILS: Coverage for Police mold,or smoke. Motorcycles is available only for New Motorcycles.When this ESP is in effect 4. Any loss normally covered by a motorcycle insurance policy and the marked selection in Section 1,ESP Proof of Registration,indicates that including injury or death to any person or persons. You have purchased Police Motorcycle Coverage, Your ESP excludes the f,>, Any failure,even of a Cavored Part, if it is covered by the Harley- following benefits: Davidson Factory Warranty, any limited warranty, manufacturer's 1. Coverage for the components)/part(s)listed above in subsections 4(A)(13) warranty recalls,campaigns,repairer's guarantee,road club or any through subsection 4(A)('17); other guarantee,warranty or insurance policy. 2. Expense Reinnbursamient Coverage;and 6. Any part which the United States Environmental Protection Agency, 3. Tire and Wheel Coverage. or tire state regulatory ardency where Your Motorcycle is registered, has determined is emissions-related and that is included ort a E. USED SALES ANYTIME When this ESP rs purc,hnsad at any time after the current published list of such parts and is,within thadisted time arid purchase date of Your eligible Used Motorcycle,Your beri fits including Tire rnileage emissions warranty period. and Wheel Coverage if purchased,begin three huindred(300)miles after the ESP Sale Mileage set forth in Section 1,ESP Proof of Registration,regardless 7. Arty diagnostic, disassembly, or tear•dovm charges and other of the ESP Sale Date. You are responsible for ffie full costo,of any repairs charges incurred in connection with any Nan-Covered Parts,Non- replaceinents,tire and wheel failures and/or slated expenses incurred for the Covered Services or Non-Covered Conditions. first three huncircd(30(7)navies after the LSP Sals,Mileage set forth in Section 1, 3. Any expense for the modification of,or alteration to,existing parts ESP Proof of Repdistralion.Your Used MotoroycVu must first be professionally or systems necessitated by the replacement of obsolete, inspected,test-duven and certified to be in goad operational condition by Your superseded or unavailable,parts with current replacement parts, Selling Dealer in accordance with Our Used Sales Anytime Motorcycle 3300(0406) 9. Any failure, even of a Covered Part, caused by sludge buildup, maintain Your Motorcycle is a cause of a Breakdown/Road Hazard contaminants,foreign objects, improper amount or type of fluids, Event,Your claim will be restricted or denied. lubricants or coolants, or a mechanical breakdown or problem 2. When a known problem exists with Your Motorcycle, it is Your related to failure to perform scheduled maintenance services as set responsibility, and You must take all reasonable steps and use all forth in Section 7, Your Responsibilities for Service and reasonable means,to protect Your Motorcycle from further damage Maintenance. resulting from continued operation of Your Motorcycle. 10. Any damage, even to a Covered Part, resulting from continued B. REQUIRED RECORDKEEPING: You must keep repair orders and operation or caused by Your failure to take reasonable precautions maintenance receipts issued by the repair facility that serviced Your to prevent further damage when an apparent problem exists,such Motorcycle.Each repair order must show the date of repair,the odometer as stopping Your Motorcycle immediately or having it towed. reading on that date,and a detailed listing of the services performed and 11. Any Consequential Damage,except as otherwise expressly stated part(s)replaced.If You perform Your own maintenance services,You must as covered by this ESP. retain proof-of-purchase receipts.The receipts must clearly show the date 12. Any failure,even of a Covered Part,if the odometer is inoperative or the service was performed and the part(s)/lubricant(s) replaced. Such has been altered or tampered with during the time You owned Your receipts must include a notation indicating the odometer reading at the Motorcycle so that the actual driven mileage cannot be determined. time the maintenance was performed. 13. Your Motorcycle if it has been modified with any aftermarket and/or ° non-street legal alterations to the powertrain, the suspension A. FUTURE CONTRACT GUARANTY: You may purchase another Extended (including tire or wheel sizes)and/or a non-EPA compliant exhaust Service Plan(a"Future Contract")for Your Motorcycle prior to the expiration of system if the ESP claim was caused or contributed to by the this ESP, provided all of the eligibility requirements listed below are met. modification of the non-compliant system. Contact Your Selling Dealer or the Harley-Davidson Service Center before this 14. Fees or expenses charged for shop supplies and for the disposal, ESP expires for details. cleanup, neutralization, removal, treatment or detoxification of 1. Your Motorcycle,at the time You request to purchase the Future Contract, environmentally unsafe materials. must be less than twelve(12)calendar years old with mileage of seventy- 15. Your Motorcycle if Harley-Davidson has voided, suspended or five thousand miles(75,000)or less;and rescinded the Harley-Davidson Factory Warranty. 2. Your Motorcycle qualifies under Our then-current underwriting guidelines;and 16. Your Motorcycle if it has been salvaged or declared a total loss,or if 3. You request to purchase the Future Contract at least five(5)days,but not its title has been branded. more than ninety(90)days,prior to the expiration of this ESP;and 17. Any oil consumption,loss of compression or cylinder wear(Used 4. The Future Contract effective date must begin one (1) day after the Motorcycles only). Expiration Date of this ESP. IRo ®o o B. TRANSFER GUARANTY:You may transfer the remaining coverage under this ° o e ESP when You sell Your Motorcycle to another individual(no dealers,brokers, A. HOW TO FILE A CLAIM: etc.)prior to the Expiration Date of this ESP.In order to complete the transfer process,You must submit the items listed below to Our Administrator within 1. Use all reasonable means to protect Your Motorcycle from further damage thirty (30) days of the change of ownership to the subsequent Motorcycle resulting from continued operation. owner.If You fail to comply with the requirements listed below within thirty(30) 2. Return Your Motorcycle to either: (a)the Selling Dealer or(b)another days of the sale of the Motorcycle,this ESP shall automatically terminate and Harley-Davidson location,to determine the cause of the problem.If this is be of no further force and effect. not possible,call Our Administrator at the Harley-Davidson Service Center 1. A letter stating Your intention to transfer this ESP and the name and for instructions. DO NOT AGREE TO HAVE REPAIRS PERFORMED address of the purchaser. UNDER THE TERMS OF THIS ESP UNLESS YOU OR THE REPAIR 2. A copy of the bill of sale or sale agreement showing the date and odometer FACILITY HAS RECEIVED AN AUTHORIZATION NUMBER FROM OUR reading of the Motorcycle at the time of sale. ADMINISTRATOR. 3. Verifiable service records evidencing that You have complied with Section 3. Authorize any charges necessary to determine the cause of the problem. 7,Your Responsibilities for Service and Maintenance,of this ESP. This includes necessary diagnostic and teardown charges. If Our 4. Proof that You have transferred any coverage remaining under the Harley- Administrator determines that the failure does not constitute a Breakdown Davidson Factory Warranty. or Road Hazard Event under the terms of this ESP,You must pay for all 5. A transfer fee of twenty-five dollars($25). diagnostic, teardown and repair charges. If an inspection of Your Motorcycle is deemed necessary by Our Administrator,You must permit such inspection to take place before any repairs are begun. Our A. PROCEDURE: You may cancel Your coverage at any time prior to the Administrator has no obligation to inspect Your Motorcycle or to certify its Expiration Date by surrendering this ESP to the Selling Dealer together with a condition before or after repairs are completed. written cancellation request. 4.If Your Motorcycle is in need of an emergency repair due to a Breakdown of B. REFUND CALCULATION: a serious or urgent nature that renders the Motorcycle inoperable or unsafe 1. When You request cancellation within sixty(60)days of the purchase of to operate for transportation purposes when Our Administrator's offices are this ESP for a New Motorcycle or Extended Eligibility Motorcycle,or within closed, You may, at Your discretion, authorize necessary emergency thirty(30)days of the purchase of this ESP for a Used Motorcycle and no repairs.If any portion of the repair is performed during Our Administrator's claim has been made under this ESP,a full refund will be made by the normal business hours,You must have the repair facility stop working on Selling Dealer. Your Vehicle and contact Our Administrator.You are responsible for all 2. When a claim has been made against this ESP or if this ESP has been expenses and repair costs if it is determined that the failure or the effective for more than sixty(60)days for a New Motorcycle or Extended Breakdown is not covered or if it does not qualify as an emergency repair. Eligibility Motorcycle,or more than thirty(30)days for a Used Motorcycle, 5. You or the repair facility must submit all Required Documents to Our the Selling Dealer will make a pro rata refund less a thirty-five dollar($35) Administrator within twelve(12)months of the date of loss before any claim processing fee paid to Our Administrator.Such refund will be calculated can be processed for payment.These documents must include accurate based upon elapsed time from the ESP Sale Date. dates and mileages and detailed descriptions of the parts and services 3. Our Administrator,its agents and assigns,have no liability to You to make performed as well as the specific charges.These documents may include any refund payments. repair orders,vehicle rental bills and other receipts evidencing amounts C. REFUND DISTRIBUTION:When this ESP is financed,the lienholder will be claimed under this ESP, named as an additional or sole payee for any refund due.If Your Motorcycle is B. DEDUCTIBLE: repossessed or deemed a total loss and We receive evidence of repossession or 1. For each Breakdown or Road Hazard Event repair visit made at the Selling total loss,Your cancellation rights under this ESP will transfer to the lienholder Dealer or other Harley-Davidson location,You must pay the fifty dollar($50) and We will name the lienholder as the sole payee of any resulting refund. Deductible indicated in the'Deductible"box in Section 1, ESP Proof of PENINUK We o . Registration.If Your Breakdown or Road Hazard Event repairs are made at A. PROCEDURE: another repair facility,Your Deductible will be one hundred dollars($100) 1. We reserve the right to cancel this ESP without notice for the following per Breakdown or Road Hazard Event repair visit. reasons: 2. No Deductible will be charged for any subsequent Breakdown of a Covered a. Your failure to provide Us with payment for this ESP. Part which was previously repaired or replaced under this ESP during the Coverage Term. b. Material misrepresentation by You to Us which includes, but is not C. EXCESS CHARGES:You are responsible for any charges for Non-Covered limited to,the mileage and equipment on Your Motorcycle. Parts,Non-Covered Services,and Non-Covered Conditions,and for diagnostic c. A substantial breach of duties under this ESP by You. and/or teardown procedures that are not listed,or that exceed the labor times 2. In the event Your Motorcycle becomes ineligible, or in the event We listed in the current year's Harley-Davidson flat-rate hourly labor guide.You are discover that Your Motorcycle is ineligible,We have the right to cancel this also responsible for any charges beyond those authorized by Our Administrator, ESP by mailing written notice of cancellation to You at Your address as which may include,but are not limited to,charges for parts,labor,rental,pickup listed on this ESP in Section 1,ESP Proof of Registration,at least fifteen or other services. (15)days prior to such cancellation.The notice shall state the effective date PERing IMMO 0 ° ° of,and reason for,the cancellation. IF YOU FAIL TO PERFORM ANY PART OF SECTION 7 ACCORDING TO THE B. REFUND CALCULATION: REQUIREMENTS BELOW, YOUR COVERAGE UNDER THIS ESP WILL BE 1. When We cancel within sixty(60)days of the purchase of this ESP,a full RESTRICTED OR DENIED. refund will be made to You by the Selling Dealer. A. REQUIRED MAINTENANCE: 2. When a claim has been made against this ESP or if this ESP has been 1. It is Your responsibility to maintain and service Your Motorcycle effective for more than sixty(60)days,the Selling Dealer will make a pro according to the service and maintenance schedule published in Your rata refund less a thirty-five dollar ($35) processing fee paid to Our Harley-Davidson owner's manual. If You fail to maintain Your Administrator.Such refund will be calculated based upon elapsed time from Motorcycle according to the service and maintenance schedule the ESP Sale Date. published by the manufacturer of Your Motorcycle and Your failure to 3. Our Administrator,its agents and assigns,have no liability to You to make any refund payments. 9300(04/16) C. REFUND DISTRIBUTION:When this ESP is financed,the lienholder will be "Extended Eligibility Motorcycle"means any eligible Motorcycle other than a New named as an additional or sole payee for any refund due. Motorcycle or a Used Motorcycle,which:(i)has an ESP Sale Date of thirty(30) e e ® e days or more from the In-Service Date specified in Section 1, ESP Proof of A. ESP TERRITORY:This ESP provides coverage in the United States,including Registration,or(ii)as of the ESP Sale Date,has an ESP Sale Mileage of greater its territories and possessions,and Canada only for failures due sole) to the than two thousand (e Buri miles.Motorcycles are eligible for Extended Eligibility p s Y coverage at any time during the term of its Harley-Davidson Factory Warranty Breakdown of a Covered Part or Road Hazard Event repairs. coverage. B. COVERAGE TERM: "Harley-Davidson Factory Warranty"means the Harley-Davidson full manufacturer's 1. The marked Coverage Term selection in Section 1, ESP Proof of new vehicle warranty,provided at no additional cost to You,that covers repairs to Registration,indicates Your Coverage Term. correct any Motorcycle defect related to materials or workmanship.For purposes of 2. The Coverage Term for Your New Motorcycle or Extended Eligibility this ESP,the Harley-Davidson Factory Warranty shall not terminate less than two Motorcycle begins on the In-Service Date,regardless of the ESP Sale Date. (2)years from the In-Service Date. 3. When You purchase this ESP at the same time as You purchased Your "In-Service Date"means the Harley-Davidson Factory Warranty start date or the first Used Motorcycle,Your Coverage Term begins on the ESP Sale Date. day of use,regardless of the ESP Sale Date. 4. When You purchase this ESP for Your Used Motorcycle at any time "Motorcycle"means the eligible New,Extended Eligibility or Used Harley-Davidson after the purchase date of Your Used Motorcycle, Your coverage Motorcycle identified in this ESP by its VIN as set forth in Section 1,ESP Proof of begins three hundred(300)miles after the ESP Sale Mileage set forth in Registration. Section 1, ESP Proof of Registration, regardless of Your ESP Sale "New Motorcycle"means any eligible Motorcycle,other than an Extended Eligibility Date. Motorcycle or Used Motorcycle,which:(i)has an ESP Sale Date of twerity-nine(29) 5. Your Coverage Term expires at the earlier to occur of the following:(a)the days or less from the In-Service Date specified in Section 1, ESP Proof of Expiration Date,(b)Our Limit of Liability,as set forth in subsection F below, Registration,and(ii)as of the ESP Sale Date,has an ESP Sale Mileage of one is reached,or(c)the transfer of ownership of Your Motorcycle,except as thousand nine hundred and ninety-nine(1,999)miles or less,and(iii)as of the ESP provided pursuant to subsection 8(B)Transfer Guaranty.Your Coverage Sale Date,retains a balance of its Harley-Davidson Factory Warranty. Term may include all or part of Your Harley-Davidson Factory Warranty. "Police Motorcycle"means any eligible New Motorcycle police unit sold only to,or C. ESP CHANGES:If any of the information provided in Section 1,ESP Proof of for use by, state,county or city governments. Police Motorcycles are subject to Registration, of this ESP is omitted or does not conform to Our program certain exclusions of coverage as set forth in this ESP. guidelines, Our Administrator will correct Your ESP as necessary. When a "Required Documents"means documentation requested by Our Administrator from correction is required,Our Administrator will send You notice of the correction by You or the repair facility regarding the claimed expenses incurred so that Our mailing You an endorsement by first-class mail to Your address, as listed in Administrator may determine the coverage under the ESP.Documentation includes, Section 1,ESP Proof of Registration, but is not limited to,repair orders and invoices,rental vehicle,towing,lodging,and D. CONTRACT RESTRICTIONS: When the actual mileage or equipment of meal receipts, or any other documentation as requested by Our Administrator, Your Motorcycle is misrepresented in Section 1, ESP Proof of Original documentation may be required,as determined by Our Administrator. Registration,coverage under this ESP may be restricted or denied.When "Road Hazard Event" means covered damage to tires and wheels of Your Your Motorcycle is twelve(12)years old or older and/or has over seventy- Motorcycle(for which Tire and Wheel Coverage has been included in the purchase five thousand(75,000)miles on the odometer on the ESP Sale Date,Your of this ESP)that fail due to contact with a road hazard such as pothole or debris on ESP will be rendered void and a full refund will be made to You by the the road surface like nails,rocks,tree limbs,glass,plastic or any other object or Selling Dealer, condition not normally found in the roadway.There is no coverage available for E. REPAIR FACILITY: You must take Your Motorcycle to either: (1) the costs to repair or replace tires that fail due to normal wear,damage due to collision, Selling Dealer, (2) another Harley-Davidson location or (3) a licensed overloading,dry rot,fire,flood,vandalism,acts of God;abnormal wear;failures of repair facility,as authorized by Our Administrator for Breakdown or Road tires or wheels when tires have less than 3/32 of an inch of tread. Hazard Event repairs. "Selling Dealer' means the authorized Harley-Davidson motorcycle dealer from F. LIMIT OF LIABILITY: which You purchased this ESP. 1. Single Claim Limit:Subject to the Total Claims Paid Limit set forth in "Subsequent Damage"means damage caused to Non-Covered Pad(s)by Covered subsection (2) below, Our liability for any Breakdown or Road Hazard Part(s) or damage caused to Covered Part(s) by Non-Covered Part(s), Non- Event repair visit shall not exceed the fair market value of Your Motorcycle Covered Services and/or Non-Covered Conditions. immediately prior to the Breakdown/Road Hazard Event.Your Motorcycle's "Used Motorcycle"means any eligible Motorcycle other than a New Motorcycle or fair market value shall be determined by using the National Automobile Extended Eligibility Motorcycle, which, as of the ESP Sale Date, (i)is less than Dealers Association Official Guide as of the date of loss. twelve(12)years old,and(ii)has an ESP Sale Mileage of seventy-five thousand 2. Total Claims Paid Limit:The total amount which We will pay for all claims miles(75,000)miles or less.You must purchase this ESP on the same date that paid and/or payable throughout the Coverage Term, including those You purchase Your Used Motorcycle,unless You have purchased this ESP under reimbursements made in connection with Expense Reimbursement Our Used Sales Anytime program. Coverage and Tire and Wheel Coverage,shall not exceed the Motorcycle "Used Sales Anytime"means this ESP when it is purchased at any time after the Purchase Price indicated in Section 1,ESP Proof of Registration. purchase date of Your eligible Used Motorcycle. Motorcycle eligibility shall be n o ® determined solely by Us pursuant to Our Used Sales Anytime program guidelines and in accordance with the"Used Sales Anytime"Motorcycle Checklist.Coverage under The following words and phrases have special meanings and appear throughout this this ESP,including Tire and Wheel Coverage if purchased,begins three hundred(300) ESP as capitalized terms. miles after the ESP Sale Mileage set forth in Section 1,ESP Proof of Registration. "Administrator"or"Harley-Davidson Service Center"means the organization that "We," "Us"and "Our" mean the obligor of this ESP as identified in Section 2, We have retained to provide administrative and claim services for this Harley- Important Information. Davidson Extended Service Plan,as stated in Section 13,Our Administrator. "You"and"Your"mean the Motorcycle purchaser identified in Section 1,ESP Proof "Breakdown"means a covered failure of a Covered Part,not otherwise excluded,in of Registration,of this ESP. normal use and service,to perform its designed functions due to defects in materials or faulty workmanship in its manufacture. MNMNEe o e "Consequential Damage"means an event or damage that occurs separately as a Our Administrator,CNA National Warranty Corporation,is the organization that We consequence or result of the failure of a Covered Part or a Non-Covered part,such have retained to provide administrative and claim services for this ESP. Our as loss of time,inconvenience,interruption of business storage charges,or loss of Administrator is not a party to this ESP and has no liability to You under the terms and profits or other income,personal injury or property damage. conditions of this ESP.However,You may contact the Administrator at the Harley- "Costs" means the actual amounts charged by a licensed repair facility, as Davidson Service Center for assistance in filing Your ESP claim, authorized by Our Administrator, for the labor and parts necessary to repair or HARLEY-DAVIDSON SERVICE CENTER replace(i)Covered Parts arising from a Breakdown of Your Motorcycle or(ii)Road P.0.Box 2840 Hazard Events.The Costs for replacement parts are limited to the Harley-Davidson Scottsdale,AZ 85252-2840 suggested retail price.Replacement parts may be new,used,remanufactured,or 800-527-7665 parts of a like kind and quality when available,as deemed necessary or appropriate ® 1�9e by Our Administrator.Labor time Costs arising in connection with a Breakdown or The state requirements,disclosures and changes below apply to Your ESP if it was Road Hazard Event shall be charged in accordance with the current years Hades- Davidson Labor Time Guide.Covered Costs also include necessary fluids,filters, issued in one of the following states.State requirements and disclosures supersede seals,gaskets and taxes arising only in connection with a Breakdown.Costs do not all applicable provisions herein. include any diagnostic,disassembly,service,repair or other charges not authorized The following applies in Alabama, Hawaii, Maine, Minnesota, South Carolina, by Our Administrator. Texas,Wisconsin and Wyoming:If We fail to pay Your refund within forty-five(45) "Covered Part(s)"means any of those parts of Your Motorcycle listed in subsection days after Your ESP is Cancelled,We will be subject to pay a ten percent(10%) 4(A), "Covered Parts" subject to all other terms, conditions, limitations and penalty,per month,on the refund amount due.The following applies in Maryland, exclusions set forth in this ESP. Nevada and New Jersey:If We fail to pay Your refund within forty-five(45)days after "Deductible"means that portion of the Costs,as set forth in Section 1,ESP Proof of Your ESP is Cancelled,We will be subject to pay a ten percent(10%)penalty,per Registration,that You must pay for each Breakdown or Road Hazard Event repair month,on the purchase price of this ESP.The following applies in Iowa,New York visit,as applicable. and Washington:If We fail to pay Your refund within thirty(30)days after Your ESP "ESP"means this Harley-Davidson Extended Service Plan contract,inclusive of all is Cancelled,We will be subject to pay a ten percent(10%)penalty,per month,on the its terms,conditions,limitations and exclusions. refund amount due. The following applies in Hawaii, Iowa, Maine, Maryland, "ESP Sale Date"means the date that You purchased this ESP as set forth above in Minnesota, Nevada, New Mexico, South Carolina, Texas, Wisconsin and Section 1,ESP Proof of Registration. Wyoming:The right to cancel this ESP within sixty(60)days of the ESP Sale Date "Expiration Date"means the date indicated in the Expiration Date box in Section 1, and receive a full refund is not transferable.A full refund will only be available to the ESP Proof of Registration,of this ESP,as may be amended or corrected by Our initial purchaser named in the ESP Proof of Registration. When this ESP is Administrator as necessary to comply with Our program guidelines in accordance transferred,a claim has been made against this ESP,or when this ESP has been in with the terms and conditions of this ESP. The Expiration Date for Your New Your receipt for more than sixty(60)days,the Selling Dealer will make a pro-rata Motorcycle or Extended Eligibility Motorcycle shall be calculated as beginning on the refund according to Section 9. In-Service Date,regardless of ESP Sale Date,The Expiration Date for Your Used SEE ADDITIONAL STATE CHANGES BELOW Motorcycle shall be calculated as beginning on the ESP Sale Date. ALABAMA:Section 9 B 2 is deleted in its entirety and replaced with the following: 9300(04/16) When a claim has been made against this ESP or if this ESP has been in Your Insurance,716 West Tower,Floyd Building,#2 Martin Luther King Jr.Dr.,Atlanta,GA receipt for more than sixty(60)days for a New Motorcycle or Extended Eligibility 30334.Section 5(D)9 is deleted in its entirety and replaced with the following:Any Motorcycle,or more than thirty(30)days for a Used Motorcycle,the Selling Dealer failure,even of a Covered Part,caused by contaminants,foreign objects,improper will make a pro rata refund less a processing fee of ten percent(10%)of the ESP amount or type of fluids, lubricants or coolants,or a mechanical breakdown or Price or twenty-five dollars($25),whichever is less.Such refund will be calculated problem related to failure to perform scheduled maintenance services as set forth in based upon elapsed time from the ESP Sale Date,Section 10(8)2 is amended to Section 7,Your Responsibilities for Service and Maintenance.Section 5(D)13 is include the following:The processing fee will be the lesser often percent(10%)of deleted in its entirety and replaced with the following:Your Motorcycle if it has been the ESP Price or twenty-five dollars($25). modified by you or with your knowledge,with any aftermarket and/or non-street ALASKA:Section 5(D)12 is deleted in its entirety and replaced with the following: legal alterations to the powertrain,the suspension(including tire or wheel sizes) Any failure,even of a Covered Part,if the odometer is operative or has been altered and/or a non-EPA compliant exhaust system'if the ESP`claim As caused or or tampered with during the time You Owned Your Motorcycle,for the purposes of contributed to by the modification of the non-compliant system.The processing fee fraud, so that the actual driven mileage cannot be determined. Section 9(B)2 is of Section 9(B)is not to exceed the lesser often percent(10%)of the pro rata refund deleted in its entirety and replaced with the following:When a claim has been made amount or thirty-five dollars($35).Section's 9 and 10 are amended to include:If We against this ESP or if this ESP has been effective for more than sixty(60)days for a do not pay Your refund due within forty-five(45)days after cancellation,We will be New Motorcycle or Extended Eligibility Motorcycle,or more than thirty(30)days for a subject to pay a twenty-five percent(25%)penalty of the amount of the return of the Used Motorcycle,the Selling Dealer will make a pro rata refund,less any claims paid, unearned premium and interest equal to eighteen percent(18%)per annum until and less a processing fee of thirty-five dollars($35)or seven and one-half percent such time that proper return has been made.Section 10(A)l is deleted in its entirety (7.5%)of the ESP Price,whichever is less.Such refund will be calculated based upon and replaced with the following:We may only cancel this ESP due to fraud,material elapsed time from the ESP Sale Date.Section 10(A)(1)is deleted in its entirety and misrepresentation or nonpayment.A 10 day written notice will be mailed out for replaced with the following:We reserve the right to cancel this ESP without notice for nonpayment or if the ESP has been in effect less than 60 days.A 30 day written the following reasons:a.Your failure to provide Us with payment for this ESP.B. notice will be mailed out if the ESP has been in effect 60 days or more and cancels Material misrepresentation by You to Us which includes, but is not limited to,the for fraud or material misrepresentation.Section 10(A)2 is deleted in its entirety and ineligible use or modifications to Your Motorcycle.Section 10(B)2 is deleted in its replaced with the following:In the event Your Motorcycle becomes ineligible,or in the entirety and replaced with the following:When a claim has been made against this event We discover that Your Motorcycle is ineligible,We have the right to deny ESP or if this ESP has been effective for more than sixty(60)days,the Selling Dealer coverage under this ESP.There will be no processing fee under Section 11)(13). will make a pro rata refund of the unearned ESP Price,less claims paid.Such refund IDAHO:Section 2 of Your ESP is amended to include:Coverage is not guaranteed will be calculated based upon elapsed time from the ESP Sale Date.Your ESP is by the Idaho Insurance Guarantee Association. amended to include:If We fail to pay the cancellation refund due to You within forty- ILLINOIS:Section 4(B)"Coverage Details"is amended to include:Normal wear and five(45)days after Your ESP is cancelled,We will be subject to pay a penalty of ten tear is covered except where excluded in Section 5"Non-Covered Parts,Services percent 10% of the unearned ESP Price per month. and Conditions" and Section 4(B)2 "Optional Tire and Wheel Coverage." The ARIZONA:Section 10(A)"Procedure"is amended to include the following:Coverage processing fee under Section 9(B)2 and Section 10(6)2 will be the lesser of ten may not be cancelled or voided due to acts or omissions of the Selling Dealer,or its percent 10% of the ESP Price or thin-fve dollars($35). assigns,or the Dealers failure to make proper repairs.Section 10(1)(c)is deleted in INDIANA: Proof of payment to a Selling Dealer that issued this ESP or to the entirety and removed from Your Contract. Administrator of this ESP constitutes proof of payment to Continental Casualty CALIFORNIA:Section 2 of Your ESP is amended to include:Our performance to Company.This Extended Service Plan is not insurance and is not subject to Indiana You under this ESP is guaranteed by a California approved insurance company.If insurance law. You are not satisfied with the insurance company's response,You may contact the IOWA:Section 2 of Your ESP is amended to include:Complaints may be filed with California Department of Insurance at 800-9274357 or access the Department's the Iowa Commissioner of Insurance at:at:Iowa Commissioner of Insurance,Two Internet Website (www.insurance.ca.gov). CNA National Warranty Corporation Rusin Center,601 Locust Street,41h Floor,Des Moines,Iowa 80309,515-281-5705, operates under license#OC94205.Continental Service Provider,Inc.operates under Section 9(A)"Procedure"is amended to include the following:If You cancel the ESP, license #OE32746. Sections 9 and 10 are amended to include the following We will mail a written notice of termination to You within fifteen(15)days of the date statement:Any refund due to You will be paid within thirty(30)days.Section 9(B)2 is of the termination. deleted in its entirety and replaced with the following:When a claim has been made LOUISIANA: Section 9(B) and Section 10(B) are deleted in their entirety and against this ESP or if this ESP has been in Your receipt for more than sixty(60)days replaced with the following:When this Contract is cancelled within sixty(60)days of for a New Motorcycle or Extended Eligibility Motorcycle,or more than thirty(30)days the purchase of this Contract,a full refund will be made by the Selling Dealer.If the for a Used Motorcycle, the Selling Dealer will make a pro rata refund less a Contract has been in Your receipt for more than sixty(60)days,the Selling Dealer processing fee of twenty-five dollars($25)or ten percent(10%)of the ESP Price, will make a pro rata refund less a thirty-five dollar ($35) fee paid to Our whichever is less.Such refund will be calculated based upon elapsed time from the Administrator.Such refund will be calculated upon elapsed time from the Contract ESP Sale Date. Section 10(A)l is deleted in its entirety and replaced with the Sale Date.Our Administrator has no liability to You to make any refund payments. following:We reserve the right to cancel this ESP for any reason within the first sixty MAINE:Sections 9 and 10 are amended to include the following statement:The (60)days from the ESP Sale Date. After the first sixty(60)days from the ESP Sale processing fee will not exceed the lesser of ten percent(10%)of the ESP Price or Date,We may only cancel this ESP for the following reasons: a.Your failure to thirty-five dollars(35$).Section 10(A)l is deleted in its entirety and replaced with the provide Us payment for this ESP. b.Misrepresentation by You to Us which includes following: We reserve the right to cancel this ESP by mailing written notice of but is not limited to the mileage and equipment on Your Motorcycle. c.Fraud by You cancellation to You at Your address at least fifteen(15)days prior to cancellation for in regard to this ESP.Section 10(13)2 is deleted in its entirety and replaced with the the following reasons: 1.Your failure to provide Us with payment for this ESP;2. following:When a claim has been made against this ESP or if this ESP has been in Material misrepresentation by You to Us which includes,but is not limited to,the Your receipt for more than sixty(60)days for a New Motorcycle or Extended Eligibility ineligible use or modifications to Your Motorcycle;or 3.A substantial breach of duties Motorcycle,or more than thirty(30)days for a Used Motorcycle,the Selling Dealer under this ESP by You.The notice shall state the effective date of the cancellation will make a pro rata refund less a processing fee of twenty-five dollars($25)or ten and the reason for cancellation. percent(10%)of the ESP Price,whichever is less.Such refund will be calculated MARYLAND:Section 2(A)of Your ESP is deleted in its entirety and replaced with based upon elapsed time from the ESP Sale Date. Section 12"Definitions,"the the following:The terms"We,""Us,"and"Our"refer to the obligor of this Contract definition of"Administrator'is deleted in its entirety and replaced with the following: which is Continental Service Plan, Inc., 4150 N. Drinkwater Blvd., Suite 400, "Administrator" means the organization that We have retained to provide Scottsdale,AZ 85251,800-722-4758.Our obligations to You under this ESP are administrative and claim services for this Harley-Davidson Extended Service Plan, guaranteed under a service contract reimbursement insurance policy issued by as stated in Section 13,Our Administrator. Continental Insurance Company,333 S.Wabash Ave.,Chicago, IL 60604 312- CONNECTICUT:Section 2 of Your ESP is amended to include: Complaints may be 822-5000.You may make a claim with Continental Insurance Company if We do addressed to:State of Connecticut,Insurance Department,P.O.Box 816,Hartford, not settle Your claim or provide service within sixty(60)days of receipt of the CT 06142-0816, ATTN: Consumer Affairs. This ESP will not expire while Your Required Documents.This ESP is not an insurance policy and You are not Motorcycle is in a repair facility for a covered Breakdown, required to purchase this ESP to either purchase or obtain financing for Your FLORIDA: The following statements in Section 2 of Your ESP are amended as Motorcycle.You may also elect to settle a dispute through the Consumer Protection follows:"We,""Us,"and"Our'refer to the obligor of this ESP which is CNA National Division of the Maryland Attorney General. Warranty Corporation—Florida, License#60098 located at 4150 N. Drinkwater MINNESOTA:Section 10(A)l is deleted in its entirety and replaced with the following: Blvd., Suite 400, Scottsdale, AZ 85251, 888-882-0200. Our obligations to You We reserve the right to cancel this ESP by mailing written notice of cancellation to You under this Contract are guaranteed under a designated service contract at Your address at least five(5)days prior to cancellation for the following reasons:a. reimbursement insurance policy issued by Continental Insurance Company,Policy Your failure to provide Us with payment for this ESP;b.Material misrepresentation by Number WNC 0045003,333 S.Wabash Ave.,Chicago IL 60604,312-822-5000. You to Us which includes,but is not limited to,the mileage and equipment on Your The rate charged for this Service Contract is not subject to regulation by the Florida Motorcycle;or c.A substantial breach of duties under this ESP by You. Office of Insurance Regulations. Our Administrator is CNA National Warranty MISSOURI:Section 2(A)is amended to include the following:The terms"We,""Us," Corporation—Florida.The processing fee of Section 9(B)shall not exceed the and"Our"refer to the provider of this Harley-Davidson Extended Service Plan lesser of ten percent(10%)of the unearned premium or thirty-five dollars($35). ("ESP"),which is Continental Service Provider,Inc.,4150 N.Drinkwater Blvd.,Suite Section 10(A)is deleted in its entirety and replaced with the following:We reserve 400,Scottsdale,AZ 85251,800-527-7665.Obligations of the provider under this the right to cancel this Contract for any reason within sixty(60)days of the ESP service contract are guaranteed under a service contract reimbursement insurance Sale Date.We will mail You written notice indicating the reason for the cancellation policy issued by Continental Casualty Company at 333 S.Wabash Ave.,Chicago and the effective date of the cancellation.After sixty(60)days,We may not cancel IL 60604 312-822-5000.If the provider fails to pay or provide service on a claim this ESP except for the following reasons: 1. Your failure to provide Us with within sixty(60)days after proof of loss has been filed,or if the provider fails to make payment for this ESP, in which case We shall provide You with notice of a refund within sixty(60)days of the refund request,the contract holder is entitled to cancellation by certified mail.2.Material misrepresentation or fraud at the time of make a claim directly against the insurance company,Continental Casualty sale.3.The odometer has been tampered with or disabled and You have failed to Company at 333 S.Wabash Ave.,Chicago IL 60604 312-822-5000..Section 6 is repair the odometer.4.You have failed to maintain Your Motorcycle as prescribed amended to include the following:Our claims administrator's toll free number is by the manufacturer.The thirty-five dollar($35)processing fee of Section 10(8)2 is 800-527-7765. Section 9(A)&9(B)are deleted in their entirety and replaced with deleted from Your ESP. the following:You may cancel the contract at any time by submitting a written GEORGIA:Section 2 of Your ESP is amended to include:Complaints may be filed cancellation request to Us or the Dealer.If You cancel within the Free Look with the Office of the Commissioner of Insurance at: Office of Commissioner of Period,which is within sixty 60 days of the purchase of this service contract for a 9300(04116) New Motorcycle or within thirty(30)days of the purchase of this ESP for a Used The Oklahoma Service Warranty Association number for Continental Service Motorcycle,and no claim has been made under the contract,the contract is void Provider,Inc.is 861224.Section 9(B)2 is amended to include the following:In the and We or the Dealer shall refund to the contract holder the full purchase price of event the contract(ESP)is canceled by You,return of the provider fee shall be based the contract.A ten percent(10%)penalty of the amount outstanding per month upon ninety percent(90%)of the unearned pro rata provider fee less the actual cost shall be added to a refund that is not paid within forty-five(45)days of return of the of any service provided under the service warranty contract(ESP).Section 10(B)2 is contract.If a claim has been made under the contract during the Free Look Period deleted in its entirety and replaced with the following:In the event the contract(ESP) and the contract is returned,We or the Dealer shall refund to the contract holder is canceled by Us, return of premium shall be based upon one hundred present the full purchase price less any claims that have been paid.The applicable Free (100%)of unearned pro rata provider fee less the actual cost of any service provided Look Period shall apply only to the original service contract purchaser.If You under the service warranty contract(ESP).The thirty-five dollar($35)processing fee cancel after the Free Look Period,We or the Dealer shall refund to the contract of Section 10 B is deleted from Your Contract. holder one hundred percent of the unearned pro rata provider fee,less any claims SOUTH CAROLINA:Section 2 of Your ESP is amended to include:In the event of a paid,and less a$35.00 administrative fee.We shall mail a written notice to the dispute with the provider of this Contract, you may contact the South Carolina contract holder within forty-five(45)days of the date of termination.Our Department of Insurance,Capitol Center, 1201 Main Street,Ste, 1000.Columbia, Administrator,its agents and assigns have no liability to You to make any refund South Carolina 29201 or 800 768-3467. payments. Section 12 is amended to include: The term"Costs"is amended to TEXAS:Your ESP is amended to include:Our Administrators registration number in include:Replacement parks may be new,used,remanufactured,or parts of a Texas is#113.Your unresolved complaints concerning Us or questions about the like kind and quality when available,as deemed necessary or appropriate by regulation of service contract providers may be sent to: Texas Department of Our Administrator.These replacement parts shall comply with applicable Insurance,P.O.Box 149091,Austin,TX 78714,800-599-7467.Section 2(A)is state and federal laws, amended to include:You may make a claim with Continental Casualty Company if a NEBRASKA:Section 2(A)is deleted in its entirety and replaced with the following: refund due to You is not paid before the 461'day of the date which the ESP is The terms"We,""Us,"and"Our"refer to the obligor of this Harley-Davidson cancelled. Section's 9(B) and 10(B) are amended to incl ide the following: Cancellation refund amounts will be decreased by any claims paid.There will be no Extended Service Plan("ESP"),which is Continental Service Plan,Inc.,4150 N. processing fee under Section 10(B).. Drinkwater Blvd., Suite 400, Scottsdale, AZ 85251, 800-345.0191. Our obligations to You under this ESP are guaranteed under Service Contract UTAH:Section 2 of Your ESP is amended to include:This ESP is subject to limited Reimbursement Insurance Policy No.WNCO045000 issued by The Continental regulation by the Utah Insurance Department.To file a complaint,contact the Utah Insurance Company,333 S.Wabash Ave.,Chicago,IL 60604,312-822-5000.You Insurance Department.Coverage afforded under this ESP is not guaranteed by the may make a claim with The Continental Insurance Company if We do not settle Property and Casualty Guaranty Association.Section 6(A)4 is deleted in its entirety Your claim or provide service within sixty(60)days of receipt of Your proof of and replaced by: If Your Motorcycle is in need of an emergency repair due to a loss. This ESP is not an insurance policy and You are not required to Breakdown You may,at Your discretion,authorize necessary emergency repairs.If purchase this ESP to either purchase or obtain financing for Your any portion of the repair is performed during Our Administrator's normal business Motorcycle. hours,You must have the repair facility stop working on Your Vehicle and contact Our Administrator. You are responsible for all expenses and repair costs if it is NEVADA: Your ESP is amended to include the following: Your ESP is not determined that the failure or the Breakdown is not covered or if it does not qualify Renewable.Section 5(D)13 is amended as follows:This condition will not exclude as an emergency repair.Section 6(A)5 is amended to include:Failure to give any coverage on any applicable coverage that is not related to the unauthorized or non- notice or file any proof of loss required by the ESP within the time specified in the manufacturer recommended modification or any damages arising therefrom,unless ESP does not invalidate a claim made by the You, if You show that it was not such coverage is otherwise excluded by the terms of this Contract.5(D)15 is deleted reasonably possible to give notice or file the proof of loss within the prescribed time in its entirety and replaced with the following:Any damage,even to a Covered Part,if and that notice was given or proof of loss filed as soon as reasonably possible. its manufacturer has voided or rescinded its factory warranty if the ESP claim was Section 10(A)1 is deleted in its entirety and replaced by:We reserve the right to caused by or contributed to by parts that would have otherwise been eligible for cancel this ESP before the Expiration Date for reasons including:a.Nonpayment of a coverage under such factory warranty.Section 10(A)1 is deleted in its entirety and premium when due;b.Material misrepresentation;c.Substantial changes in the risk replaced with the following:We reserve the right to cancel this ESP within seventy assumed,unless We should reasonably have foreseen the change or contemplated (70)days of the ESP Sale Date,for any reason.We will not cancel Your ESP that has the risk when entering into the ESP;or d. Other substantial breaches of contractual been in effect for at least seventy(70)days,before the Expiration Date or one(1)year duties,conditions,or warranties.Section 10(A)2 is deleted in its entirety and replaced after the effective date of the ESP,whichever occurs first,except for:a.Failure by You with the following:If We cancel this ESP within sixty(60)days of the ESP Sale Date, to pay Us when due; b. You are convicted of a criminal act which results in an We will deliver written notice to You ten(10)days prior to cancelling the ESP.If We increase in the service required under the ESP;c,material misrepresentation by You cancel the ESP more than sixty(60)days after the ESP Sale Date,We will deliver in obtaining the ESP or in presenting a Claim for service under the ESP;d.Discovery notice of cancellation to You at Your address as listed on this ESP in Section 1,ESP of an act or omission by You or a violation by You of any condition of the ESP which Proof of Registration,at least thirty(30)days prior to such cancellation.Cancellation occurred after the effective date of the ESP and substantially and materially increased will not be effective until ten(10)days after delivery of written notice.The notice will the service required under the ESP;or e.A material change in the nature or extent of state the effective date and reason for the cancellation. the required service or repair which occurs after the effective date of the ESP and WASHINGTON: Section 2(A) is deleted in its entirety and replaced with the which causes the required service or repair to be substantially and materially following:The terms"We,""Us,"and"Our"refer to the obligor of this Harley-Davidson increased beyond that contemplated at the time that the ESP was issued or sold. Extended Service Plan ("ESP"),which is Continental Service Plan, Inc.,4150 N. Section 10(B)1 is deleted in its entirety and replaced with the following:If We cancel Drinkwater Blvd.,Suite 400,Scottsdale,AZ 85251,800-345-0191.Our obligations to within seventy(70)days of the ESP Sale Date,a full refund will be made to You by You under this ESP are guaranteed under Service Contract Reimbursement the Selling Dealer.Section 10(B)2 is deleted in its entirety and replaced with the Insurance Policy No. WNC00045000 issued by The Continental Insurance following:If this ESP has been effective for more than seventy(70)days,the Selling Company,333 S.Wabash Ave.,Chicago,IL 60604,312.822-5000.You may make a Dealer will make a pro rata refund.Such refund will be calculated based upon elapsed claim with The Continental Insurance Company if We do not settle Your claim at any time from the ESP Sale Date,No Cancellation of the Contract may become effective time.The State of Washington has jurisdiction with regard to any civil action in until at least fifteen(15)days after the notice of cancellation is mailed to You at the connection with Your ESP.The State of Washington has jurisdiction with regard to last known address, any civil action in connection with Your Contract. Washington's insurance NEW HAMPSHIRE:Section 2 of Your ESP is amended to include:In the event You commissioner shall accept service of legal process in any action,suit,or proceeding do not receive satisfaction under this ESP,You may contact the New Hampshire in any court for Continental Service Plan,Inc.Section 9(B)2 is deleted in its entirely Insurance Department at:New Hampshire Insurance Department,21 South Fruit St., and replaced with the following:When a claim has been made against this ESP or if Suite 14,Concord,NH 03301. this ESP has been effective for more than sixty(60)days for a New Motorcycle or NEW MEXICO:Section 9(B)"Refund Calculation"is amended to include:4.If You Extended Eligibility Motorcycle,or more than thirty(30)days for a Used Motorcycle, cancel this ESP,Your refund will be sent within sixty(60)days after the ESP is the Selling Dealer will make a pro rata refund less a twenty-five dollar ($25) returned.If Your refund is not returned within the sixty(60)days,a ten percent(10%) processing fee paid to Our Administrator.Such refund will be calculated based upon penalty of the purchase price,for each thirty(30)day period that the refund remains elapsed time from the ESP Sale Date. The processing fee of Section 9(B)and unpaid will be added to the refund. Section 10(A) is deleted in its entirety and Section 10(B)are not to exceed the lesser of ten percent(10%)of the Contract replaced with the following:We reserve the right to cancel this ESP for any reason Price or twenty five dollars($25).Your ESP is amended to include: Please Initial within the first seventy(70)days from the ESP Sale Date.We will not cancel Your below that You have read and understand the following:Section 1,specifically ESP that has been in effect for at least seventy(70)days,before the Expiration Date Your Deductible and Expiration Date; Section 4, "Coverage;"Section 5, "Non- or one(1)year after the effective date of the ESP,whichever occurs first,except for:: Covered Parts,Service And Conditions;"Section 6,'What You Must Do If You a.Failure by You to pay an amount when due;b.Your conviction of a crime which Experience A Breakdown Or Road Hazard Event;" Section 7, "Your results in an increase in the service required under this ESP;c.Discovery of fraud or Responsibilities For Service And Maintenance;"Section 9,"Your Right To Cancel;" material misrepresentation by You in obtaining this ESP or in presenting a claim Section 10,"Our Right To Cancel;"Section 12,"Definitions;"and additionally that under this ESP;or d. Discovery of either of the following if it occurred after the You understand The Implied Warranty of Merchantability on the Motorcycle is not effective date of the ESP and substantially and materially increased the service waived if the ESP has been purchased within ninety(90)days of the purchase date required under the ESP:i.Act or omission by You,or ii.A violation by You of any of the Motorcycle from Us or the Selling Dealer. Purchaser's Initials ] condition of this ESP.Section 10(B)1 is deleted in its entirety and replaced with the WISCONSIN:The following statement is added to Section 2:"THIS WARRANTY IS following:If We cancel within seventy(70)days of the ESP Sale Date,a full refund SUBJECT TO LIMITED REGULATION BY THE OFFICE OF THE will be made to You by the Selling Dealer.Section 10(B)2 is deleted in its entirety COMMISSIONER OF INSURANCE."The processing fee of Section 9(B)is not to and replaced with the following:If this ESP has been effective for more than seventy exceed the lesser of ten percent(10%)of the Service Contract Purchase Price or (70)days,the Selling Dealer will make a pro rata refund less a thirty-five dollar($35) thirty-five dollars($35).Section 10(A)is deleted in its entirety and replaced with the processing fee.Such refund will be calculated based upon elapsed time from the ESP following:We reserve the right to cancel this Contract by written notice at least five Sale Date,No Cancellation of the ESP may become effective until at least fifteen(15) (5)days prior to the cancellation,for the following reasons:1.Nonpayment of the days after the notice of cancellation is mailed to You at the last known address. provider fee.2.Material misrepresentation by You to Us.3.A substantial breach of NORTH CAROLINA:The processing fee of Section's 9(B)and 10(B)are not to duties by You,including but not limited to,the ineligible use or modifications to Your exceed the lesser of ten percent(10%)of the pro rata refund amount or thirty-five Motorcycle.Section 10(B)2 is amended to include:The processing fee will only be dollars $35, applied to cancellation refunds due to nonpayment of the provider fee. The OKLAHOMA:Section 2 of Your ESP is amended to include:Coverage afforded processing fee shall not exceed the lesser of ten percent 10% of the Service under this ESP is not guaranteed by the Oklahoma Insurance Guaranty Association. 9300(04116) _ Contract Purchase Price arthirty-five dollars($35). 0 ;; 0; E 0 GUAM:The following statements in Section 2 Of Your ESP are amended as follows: "We,""Us,"and"Our"refer to the obligor of this ESP which is Harley-Davidson Motor Company Group,LLC.800-527-7665, PRIVACY NOTICE FACTS What Does CNAN Do With Your Personal information? This Privacy Notice is being provided by the CNAN Companies and applies to the service contract and any 111 HO? personal information obtained by the CNAN Companies in furtherance of performing the services provided under the service contract. The CNAN Companies collect information that is necessary to review,process or service requests for products, benefits or other services. For example,we collect vehicle information to determine eligibility for coverage and benefits under one or more of our products. WHY? Protection of nonpublic,personal information is a matter of great importance to the CNAN Companies.We appreciate the trust our business partners have in us,and we protect that trust by continuing to respect the privacy of all of our service contract purchasers. The personal information we collect is obtained from service contract purchasers and is found on the service contract registration forms and any associated claim and cancellation notices.Generally,we request identification WHAT? information,such as name,address,phone number and email address.Additional information about your vehicle including the VIN number, Selling Dealer, and lienholder is collected in connection with the purchase of the service contract and its coverage selected. How Does CNAN Disclose Information: We share your personal information only to third parties such as regulatory authorities, the Selling Dealership, independent sales representatives of CNAN,claim services personnel engaged by us or you to provide roadside assistance,vehicle inspections and repairs,and service contract financing.This information is sometimes shared with Harley-Davidson Financial Services and its affiliates to render additional services to you, including: to respond to a court order or subpoena;prevent fraud; security and compliance;collections;and to analyze data about our products and programs. Reasons CNAN Can Share Your Personal Does CNAN Share? Can You LimitCNAN Information Sharing? —-----—------------- For CNAN's everyday business purposes — such as investigating and making decisions about YES NO coverages,services,benefits and other decisions HOW? associated with your service contract. For CNAN's marketing purposes— CNAN does CNAN Does Not Share Your not share your personal information to market NO Personal Information for CNAN products. Marketing Purposes How Does CNAN Protect Your Information: We restrict access to information to those employees who need to know in order to provide service.We regularly review our security measures and employee education programs to help protect information. We also have physical,electronic,and procedural safeguards in place to protect the information we receive.When we share information with third parties,we require that they have standards to keep this information private. This privacy policy continues to apply even when the service contract purchasers relationship with us has terminated. If you have any question regarding privacy matters,you may contact us by phone at 800-345-0191,extension Questions? 408, or by e-mail at privacymanagerCo)cnanational.com or by mail addressed to CNA National Warranty Corporation,4150 North Drinkwater Blvd.,Suite 400,Scottsdale,AZ 85251,Attn:Privacy Manager. CNAN Companies Means CNA National Warranty Corporation; CNA National Warranty Corporation— Florida;Continental Service Plan,Inc.;and Continental Service Provider,Inc. Selling Dealer Means the Harley-Davidson dealership, including its assigns and successors that sold you the service contract that this Privacy Notice is subject to. Definitions Affiliates Means a company related by a common ownership or control. ---------- Independent Sales Means unaffiliated representatives of the CNAN Companies who work with and hold Representatives of relationships with the Selling Dealer and CNAN collectively. CNAN Nonaffillates Means companies not related by a common ownership or control. ................— 9300(04116) CERTIFICATE OF INTERESTED PARTIES FORM 2295 10f1 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. 2017-282683 Corpus Christi Harley-Davidson Corpus Christi,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 11/11/2017 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. Service Agreement No. 1284 Harley-Davidson Police Motorcycles and maintenance 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Douglass, Preston Corpus Christi ,TX United States X 5 Check only if there is NO Interested Party. D 6 AFFIDAVIT I swear,or affirm,un alty of perjury,that the above disclosure is true and correct. TOMAS J. FRANCO -02 ;_� '•�= Notory Public,State of Texas _. My Commission Expires March 03, 2019 Signature of authorized ag of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE Sworn to and subscribed before me,by the said ,this the // day ofpi.'Cnoh 201_,to certify which,witness my hand and seal of office. Signa 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 V1.0.3337 se 00 � w �a 0 v AGENDA MEMORANDUM NCOHPO P PIES 1852 Action Item for the City Council Meeting of December 19, 2017 DATE: December 19, 2017 TO: Margie C. Rose, City Manager FROM: Robert Rocha, Fire Chief RRocha(ab-cctexas.com (361) 826-3932 Mike Markle, Police Chief MikeMa(a-b-cctexas.com (361) 826-2601 Kim Baker, Assistant Director of Financial Services — Purchasing Division Kim B2(o�cctexas.com (361) 826-3169 Portable X-Ray Units and Grid Aim System for the Police Department CAPTION: Resolution finding that the purchase of portable x-ray units and a grid aim system for the Police Department are sole source procurements; and authorizing the City Manager, or designee, to execute all documents necessary to purchase the x-ray units from ADS, Inc., of Virginia Beach, Virginia, and the grid aim system from WMDTech, LLC, of Boise, Idaho, for a total amount not to exceed $87,348.31, with funding available for FY2017-18 in the No. 1062 Grant Fund. ADS, Inc. WMDTECH, LLC Virginia Beach, Virginia Boise, Idaho Portable X-Ray Units Grid Aim System $827985.58 $47362.73 Grand Total: $87,348.31 PURPOSE: This item is to approve the purchase of two portable x-ray units and grid aim system to be used by the Corpus Christi Police Department Bomb Squad. BACKGROUND AND FINDINGS: The Corpus Christi Police Department has been awarded Homeland Security grant 2966302 to purchase two portable x-ray units and Homeland Security grant 3133801 to purchase the grid aim system. The portable x-ray units will provide the bomb squad the opportunity to respond to incidents without having to deploy the bomb squad vehicle and trailer. The grid aim system works in tandem with the portable x-ray units. The system will accurately determine the type of devices and evaluate an approach to disarm the devices. This ability provides the officers assistance in quickly gathering intelligence to find the suspect. The grid aim system is also certified through the FBI's Hazardous Devices program. The funding is available from the Homeland Security Grant Program to support state and local public safety efforts to prevent terrorism and other catastrophic events. The Fire Department handles certain grant paperwork on behalf of the Police Department. ALTERNATIVES: No alternatives OTHER CONSIDERATIONS: N/A 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: Fire and Police FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget $280,108.79 $0 $280,108.79 Encumbered / Expended Amount $109,766.37 $0 $109,766.37 This item $87,348.31 $0 $87,348.31 BALANCE $82,994.11 $0 $82,994.11 Fund(s): Fire Grants Comments: None RECOMMENDATION: Staff recommends the approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Pricing Sheet Resolution finding that the purchase of portable x-ray units and a grid aim system for the Police Department are sole source procurements; and authorizing the City Manager, or designee, to execute all documents necessary to purchase the x-ray units from ADS, Inc., of Virginia Beach, Virginia, and the grid aim system from WMDTech, LLC, of Boise, Idaho, for a total amount not to exceed $87,348.31, with funding available for FY2017-18 in the No. 1062 Grant Fund. WHEREAS, two portable x-ray units and a grid aim system will be purchased for use by the Police Department; WHEREAS, the portable x-ray units and grid aim system will assist the department's Bomb Squad to accurately determine types of explosive devices and evaluate an approach to disarm a device, providing officers with invaluable assistance in gathering intelligence to quickly find the suspect; WHEREAS, State law provides that such procurements, as outlined above, are subject to statutory procurement requirements, including competitive bids, unless an exception applies; and WHEREAS, there are two statutory exceptions for this procurement in Local Government Code, Sections 252.022(a)(2) and (a)(7)(A), as this purchase is: (i) necessary to preserve or protect the public health or safety of the municipality's residents, and (ii) available from only one source due to patents, copyrights, secret processes, or natural monopolies. Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this resolution are true and correct and adopts such findings for all intents and purposes related to the authorization of this procurement. Section 2. The City Manager, or designee, is authorized to execute all documents necessary to purchase portable x-ray units from ADS, Inc., of Virginia Beach, Virginia, and a grid aim system from WMDTech, LLC, of Boise, Idaho, for the Police Department for a total amount not to exceed $87,348.31. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor Page 1 of 2 Corpus Christi, Texas day of , 20 The above resolution was passed by the following vote: Joe McComb Rudy Garza Paulette Guajardo Michael Hunter Debbie Lindsey-Opel Ben Molina Lucy Rubio Greg Smith Carolyn Vaughn Page 2 of 2 CITY OF CORPUS CHRISTI PRICE SHEET PURCHASING DIVISION X-RAY UNITS AND GRID AIM SYSTEM BUYER: ROBERTA ORTIZ ADS, Inc. WMDTECH Virginia Beach,Virginia Virginia Beach,Virginia ITEM DESCRIPTION QTY. UNIT UNIT PRICE EXTENDED TOTAL UNIT PRICE I EXTENDED TOTAL 1. FPX; NANO with Integrated Display 2 Each $35,800.00 $71,600.00 $0.00 $0.00 2. XR15012VXRAY 2 Each $5,692.79 $11,385.58 $0.00 $0.00 3. Grid Aim System 1 Each $0.00 $0.00 $3,561.00 $3,561.00 4. Board, Grid Aim Large 1 Each $0.00 $0.00 $678.40 $678.40 5. ISCR Circuit Board Assembly 2 1 Each $0.00 $0.00 $32.43 $64.86 6. IShipping 1 1 1 Each $0.00 1 $0.00 $58.47 $58.47 $82,985.58 $4,362.73 GRAND TOTAL: $87,348.31 gyvs ct� v AGENDA MEMORANDUM Future item for the City Council Meeting of December 12, 2017 NORPOflPEAction item for the Cit Council Meeting of December 19, 2017 1852 Y g DATE: December 12, 2017 TO: Margie C. Rose, City Manager FROM: Robert Rocha, Fire Chief rrocha@cctexas.com (361) 826-3932 Resolution ratifying the submission of 4 grant applications in the amount totaling $141,817.88. CAPTION: Resolution ratifying the submission of 4 grant applications in the amount totaling $141,817.88 to the Texas Office of the Governor— Homeland Security Grant Division, Homeland Security Grant Program for training and equipment. PURPOSE: The Corpus Christi Fire Department has applied for four grants from the Texas Office of the Governor— Homeland Security Grants Division totaling $141,817.88. The purpose of the grants is to support state and local efforts to prevent terrorism and other catastrophic events and to prepare the Nation for the threats and hazards that pose the greatest risk to the security of the United States. A need analysis was conducted and specialized equipment was identified before applying for the grants. ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Council approval to ratify the submission of 4 grant applications to the Texas Office of the Governor— Homeland Security Grant Division. EMERGENCY/ NON-EMERGENCY: Staff is requesting a non-emergency reading to this resolution, non-controversial item. DEPARTMENTAL CLEARANCES: Legal Finance—Grants Office of Management and Budget FINANCIAL IMPACT: Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None RECOMMENDATION: Staff recommends approval of this Resolution to the submission of a grant application in the amount $141,817.88 for the purchase of special terrorism prevention equipment. LIST OF SUPPORTING DOCUMENTS: 1) Resolution Resolution Ratifying the submission of 4 grant applications in the amount totaling $141,817.88 to the Texas Office of the Governor— Homeland Security Grant Division, Homeland Security Grant Program for training and equipment. WHEREAS, the City of Corpus Christi finds it in the best interest of the citizens of Corpus Christi, that the City of Corpus Christi EM & HS Training, Firefighting Training, K9 Unit Equipment, and Dive Training projects be operated for the year 2018; WHEREAS, the City of Corpus Christi agrees to provide applicable matching funds for the said projects as matching funds are not required by the Homeland Security Grant Program grant application; WHEREAS, the City of Corpus Christi agrees that in the event of loss or misuse of the Office of the Governor funds, the City of Corpus Christi assures that the funds will be returned to the Office of the Governor in full; and WHEREAS, the City of Corpus Christi designates the City Manager's designee, the Deputy Fire Chief, as the grantee's authorized official. The authorized official is given the power to apply for, accept, reject, alter or terminate the grant on behalf of the applicant agency. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Council ratifies submission of Grant Number 3336001 for City of Corpus Christi EM & HS Training, Grant Number 3402801 for Firefighting Training, Grant Number 3403401 for K9 Unit Equipment, and Grant Number 3405101 for Dive Training, totaling $141,817.88, to the Texas Office of the Governor— Homeland Security Grant Division, Homeland Security Grant Program. Grant Number 3405101 Dive Training Grant Number 3402801 Firefighting Training Grant Number 3336001 Emergency Management & Homeland Security Training Grant Number 3403401 K9 Unit Equipment SECTION 2. The City Manager's designee, the Deputy Fire Chief, as the grantee's authorized official, may apply for, accept, reject, alter or terminate the grant. 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 se o� � v AGENDA MEMORANDUM NORPOfl PE 1852 Action Item for the City Council Meeting December 19, 2017 DATE: December 19, 2017 TO: Margie C. Rose, City Manager FROM: Robert Rocha, Fire Chief RRocha(ab-cctexas.com (361) 826-3932 Kim Baker, Assistant Director of Financial Services-Purchasing Division Kim B2(o�cctexas.com (361) 826-3169 Purchase of a Pierce Impel Pumper for the Fire Department CAPTION: Motion approving the purchase of a 2018 Pierce Impel pumper from Siddons-Martin Emergency Group of Houston, Texas, based on the cooperative purchasing agreement with Local Government Purchasing Cooperative dba BuyBoard, for a total amount not to exceed $667,840.00, for which funds are budgeted for FY2017-18 in the General Fund. PURPOSE: This item is to approve the purchase of a 2018 Pierce Impel pumper for the Fire Department to be placed at Station #18. BACKGROUND AND FINDINGS: The Corpus Christi Fire Department Support Services Division is proposing the purchase of a new fire apparatus for Fire Station #18 located on Ayers St. This is a new Fire Station that was approved in Bond 2008 and was completed on November 15, 2017. This new fire truck will comply with NFPA 1901, which is the Industry Standard for fire equipment. This unit is scheduled to be completed in ten months from the date of the issuance of a purchase order. This impel pumper will be an addition to the current Fire Department fleet. 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: Fire and Fleet Maintenance Services FINANCIAL IMPACT: ❑ Operating ❑ Revenue x Capital ❑ Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget $667,840.00 $0.00 $667,840.00 Encumbered / Expended Amount $0.00 $0.00 $0.00 This item $667,840.00 $0.00 $667,840.00 BALANCE $0.00 $0.00 $0.00 Fund(s): General Comments: Funding for the purchase is approved in the FY 2017-2018 budget. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet CITY OF CORPUS CHRISTI PRICE SHEET PURCHASING DIVISION PIERCE FIRE PUMPER BUYER: ROBERTA ORTIZ TLGPC: 491-15 SIDDONS-MARTIN EMERGENCY GROUP HOUSTON, TEXAS UNIT EXTENDED ITEM DESCRIPTION QTY. UNITI PRICE PRICE 1. 2018 Pierce, Impel Pumper EP459547 No. 680 1 EA $666,340.00 $666,340.00 2. BuyBoard Fee 1 EA $1,500.00 $1,500.00 Total Price: $667,840.00 o� �a 4 sc Pn�T° AGENDA MEMORANDUM Emergency Ordinance for the City Council Meeting of December 19, 2017 DATE: November 30, 2017 TO: Margie C. Rose, 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 Tuberculosis Prevention and Control-Federal (TB/PC-FED) grant contract in the amount of$48,345 with a grant match of $9,669, and appropriation of the funds for the contract period January 1, 2018 through December 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- Federal(TB/PC-FED)grant in the amount of$48,345, from the Texas Department of State Health Services in the No. 1066 Health Grants Fund with an in-kind match of $9,669, to provide tuberculosis prevention and control services for the contract period January 1, 2018, through December 31, 2018 for a total project cost of$58,014; and declaring an emergency. 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 to the CCNCPHD in the amount of $48,345 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 a cash match of 20% ($9,669) of the grant amount of $48,345. The Texas Department of State Health Services has allowed the CCNCPHD to satisfy the grant match requirement by using a portion of the salary of a CCNCPHD County Public Health Nurse that is paid by the Nueces County General Fund who works in the TB Clinic. ALTERNATIVES: Refuse the grant and discontinue offering services to prevent and control tuberculosis in the community. OTHER CONSIDERATIONS: None. FINANCIAL IMPACT: ❑ Operating x Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: Expenditures 2017-2018 (CIP only) Current Year Future Years TOTALS Line Item Budget 48,345.00 48,345.00 Encumbered / Expended Amount This item 48,345.00 487345.00 BALANCE Fund(s): Health Grants Comments: 20% City Grant Match required by grant (=$9,669.00) will be satisfied by the Nueces County General Fund that pays a portion of the salary of a CCNCPHD County Public Nurse that works in the TB Clinic. 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 for approval and appropriation. 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. HHS00003600002 Ordinance 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-Federal(TBIPC-FED) grant in the amount of $48,345, from the Texas Department of State Health Services in the No. 1066 Health Grants Fund with an in-kind match of $9,669, to provide tuberculosis prevention and control services for the contract period January 1, 2018, through December 31, 2018 for a total project cost of $58,014; and declaring an emergency. WHEREAS, the City of Corpus Christi finds that it is in the best interest of the citizens of Corpus Christi to accept a grant for Tuberculosis Prevention and Control from the Texas Department of State Health Services for the Nueces County-Corpus Christi Public Health District; and WHEREAS, failure to adhere to the award conditions will cause the Nueces County- Corpus Christi Public Health District to be considered in default of the grant agreement, and may require the return of all federal funds disbursed under the grant. 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 $48,345, for the contract period of January 1, 2018, through December 317 2018, to provide tuberculosis (TB) prevention and control services with an in-kind grant match of$9,669, provided through the salary of a registered nurse working the TB clinic and paid by Nueces County, for a total project cost of$58,014. Section 2: That the grant in the amount of $48,345, is appropriated in the No. 1066 Health Grants Fund to continue the TB/PC-FED 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. A copy of the executed grants shall be filed in the office of the City Secretary. Section 4. Upon written request of the Mayor or five City Council members, copy attached, the City Council: (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and (2) suspends the Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure on this 19th day of December 2017. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb Page 1 of 2 City Secretary Mayor day of ' 2017. Corpus Christi, Texas day of TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance, an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I/we, therefore, request that you suspend said Charter rule and pass this ordinance finally on the date it is introduced or at the present meeting of the City Council. Respectfully, Respectfully, Joe McComb Mayor Council Members The above ordinance was passed by the following vote: Joe McComb Rudy Garza Paulette Guajardo Michael Hunter Debbie Lindsey-Opel Ben Molina Lucy Rubio Greg Smith Carolyn Vaughn Page 2 of 2 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE SIGNATURE DOCUMENT FOR DEPARTMENT OF STATE HEALTH SERVICES CONTRACT No. HHS000036000002 UNDER THE TUBERCULOSIS PREVENTION AND CONTROL—FEDERAL (TB/PC- FEDERAL) 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-Federal (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 January 1, 2018 and terminates on December 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 amount of this Contract is to not exceed FoRTY-EIGHT THOUSAND THREE HUNDRED FORTY-FIVE DOLLARS ($48,345.00) in federal funding with the Grantee providing a total of NINE THOUSAND Six HUNDRED SIXTY-NINE DOLLARS ($9,669.00) in matching funds, for a combined total of FIFTY-EIGHT THOUSAND FOURTEEN DOLLARS ($58,014.00). 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. System A2ency Department of State Health Services Attention: Kathy Sharp 1100 W. 49th Street, MC 1911 System Agency Contract No. Page 1 of 2 v.11.15.2016 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE Austin, Texas 78756 Grantee Corpus Christi-Nueces County Public Health District(City) Attention: Annette Rodriguez 1702 Home Road Corpus Christi, Texas 78416 VL ADDITIONAL GRANT INFORMATION Federal Award Identification Number(FAIN): U52PS004694 Federal Award Date: December 20, 2016 Name of Federal Awarding Agency: Centers for Disease and Control and Prevention CFDA Name and Number: 93.116 - Tuberculosis Surveillance, Preventions, & Control/Elimination Cooperative Agreement—Prevention& Control Awarding Official Contact Information: Mark Miner, 404-639-8120 DUNS: 069457786 VII. 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 A2ency Department of State Health Services Attention: General Counsel 1100 W. 49th 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. SIGNATURE PAGE FOLLOWS System Agency Contract No. Page 2 of 3 v.02.01.2016 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE SIGNATURE PAGE FOR SYSTEM AGENCY CONTRACT NO.HHS000036000002 DSHS CONTRACTOR By: Name: Title: THE FOLLOWING ATTACHMENTS TO SYSTEM AGENCY CONTRACT NO. ARE HEREBY INCORPORATED BY REFERENCE: ATTACHMENT A- STATEMENT OF WORK ATTACHMENT B - BUDGET ATTACHMENT C - UNIFORM TERMS AND CONDITIONS ATTACHMENT D - SUPPLEMENTAL&SPECIAL CONDITIONS ATTACHMENT E - DATA USAGE AGREEMENT ATTACHMENT F - NON-EXCLUSIVE LIST OF APPLICABLE LAWS ATTACHMENT G- FFATA ATTACHMENT H- FEDERAL ASSURANCES AND CERTIFICATIONS ATTACHMENTS FOLLOW DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE ATTACHMENT A STATEMENT OF WORK I. GRANTEE RESPONSIBILITIES Grantee will: A. Comply with the most current version of the Tuberculosis Work Plan located at: http://www.dshs.texas.gov/idcu/disease/tb/policies/. B. Use federal funds under this contract to support core TB control front-line activities including but not limited to: 1. Directly observed therapy(DOT); 2. Out-patient services(tuberculin skin testing,chest radiography,medical evaluation, treatment); 3. Contact Investigation; 4. Cohort Review; 5. Surveillance; 6. Reporting; 7. Data analyses; 8. Cluster investigations; and 9. Provider education. C. Provide a match of no less than 20% of the total budget as reflected in the Contract. D. Provide match at the required percentage or Department of State Health Services (DSHS) may 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. E. Ensure no DSHS funds or matching funds are used for: 1. Medication purchases 2. In-patient clinical care (hospitalization services 3. Entertainment 4. Furniture 5. Equipment 6. Sectarian worship, instruction, or proselytization However, food and incentives are allowed using DSHS funds, but are not allowed for matching funds. F. Not lapse more than 1% of the total funded amount of the contract. G. Maintain and adjust spending plan throughout the Contract term to avoid lapsing funds. H. Maintain staffing levels to meet required activities of the Contract and to ensure all funds in personnel category are expended. L 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 v. 11.15.2016 Page 1 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE ATTACHMENT A STATEMENT OF WORK RVCT, T13340, 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. J. Comply with all applicable federal and state statutes and regulations,policies and guidelines as revised. II. PERFORMANCE MEASURES System Agency 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. Ill.INVOICE AND PAYMENT A. Grantee will request payments using the State of Texas Purchase Voucher (Form B-13) at http://www.dshs.state.tx.us/grants/forms/b13form.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 49h Street P.O. Box 149347 Austin, TX 78714-9347 FAX: (512) 458-7442 EMAIL: invoicesLdshs.state.tx.us B. Grantee will email the Financial Status Report(FSR-269A) and the Match Certification Form(B-13A) to the following: InvoicesLdshs.texas.gov and TBContractReportin s,dshs.texas.gov C. Grantee will be paid on a cost reimbursement basis and in accordance with the Budget in Attachment B of this Contract. v. 11.15.2016 Page 2 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE ATTACHMENT B BUDGET SUMMARY Organization Name: Corpus Christi-Nueces County Public Health District (City) Program ID: TB/PC-Federal Budget Categories Federal Funds Contractor Category Total Requested Cash Match Personnel $24,725.00 $9,669.00 $34,394.00 Fringe Benefits $14,637.00 $0.00 $14,637.00 Travel $2,065.00 $0.00 $2,065.00 Equipment $0.00 $0.00 $0.00 Supplies $3,868.00 $0.00 $3,868.00 Contractual $0.00 $0.00 $0.00 Other $3,050.00 $0.00 $3,050.00 $48,345.00 $9,669.00 $58,014.00 Total Direct Costs $0.00 $0.00 $0.00 Indirect Costs $48,345.00 $9,669.00 $58,014.00 Totals System Agency Contract No. Page 1 of 1 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE HHSC Uniform Terms and Conditions Version 2.14 Published and Effective: March 1, 2017 Responsible Office: Chief Counsel m mr A, �TIEXAS jj,� . ......... Health and Hurrian Services Health and Human Services Commission HHSC Uniform Terms and Conditions - Grant Version 2.14 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE T" VC LIE OF 'ON F'EN lF"S 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..................................................................................................... 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...................................................................... 11 Grantee Uniform Terms and Conditions Page 2 of 19 v.3.1.17 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE 7.03 Response/compliance with audit or inspection findings................................................ 12 7.04 SAO Audit...................................................................................................................... 12 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 Grantee Uniform Terms and Conditions Page 3of19 v.3.1.17 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE ARTICLE L 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 v.3.1.17 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE 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/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. 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 all subsequent Grantee Uniform Terms and Conditions Page 5 of 19 v.3.1.17 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE 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 v.3.1.17 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE 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 Uniform Terms and Conditions Page 7 of 19 v.3.1.17 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE 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. Grantee Uniform Terms and Conditions Page 8 of 19 v.3.1.17 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE 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 Audit Administrative Principles Requirements Requirements State, Local and 2 CFR, Part 225 2 CFR Part 200, 2 CFR Part 200 and Tribal Governments Subpart F and UGMS UGMS Educational 2 CFR, Part 220 2 CFR Part 200, 2 CFR Part 200 and Institutions Subpart F and UGMS UGMS Non-Profit 2 CFR, Part 230 2 CFR Part 200, 2 CFR Part 200 and Organizations Subpart F and UGMS UGMS For-profit 48 CFR Part 31, 2 CFR Part 200, 2 CFR Part 200 and Organization other Contract Cost Subpart F and UGMS than a hospital and an Principles UGMS organization named in Procedures, or OMB Circular A-122 uniform cost (2 CFR Part, 230) as accounting not subject to that standards that circular. comply with cost principles acceptable to the federal or state awarding agency Grantee Uniform Terms and Conditions Page 9 of 19 v.3.1.17 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE 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_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. Grantee Uniform Terms and Conditions Page 10 of 19 v.3.1.17 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE 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 Grantee Uniform Terms and Conditions Page 11 of 19 v.3.1.17 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE 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 v.3.1.17 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE 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 Uniform Terms and Conditions Page 13 of 19 v.3.1.17 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE 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 v.3.1.17 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE 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; £ Participation or contributions by the State to the State Employees Retirement System; g. Accumulation of vacation leave or sick leave; or It. 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 19 v.3.1.17 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE 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 of 19 v.3.1.17 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE 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 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 Grantee Uniform Terms and Conditions Page 17 of 19 v.3.1.17 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE 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: htlp:Hhhscx.hhsc.texas_ gov/system-sUport- services/civil-rights/publications 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 Grantee Uniform Terms and Conditions Page 18 of 19 v.3.1.17 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE TTY Toll Free: (877) 432-7232 Fax: (512) 438-5885. Grantee Uniform Terms and Conditions Page 19 of 19 v.3.1.17 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE ATTACHMENT D SUPPLEMENTAL AND SPECIAL CONDITIONS SUPPLEMENTAL CONDITIONS There are no supplemental 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; a 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. v. 11.15.2016 Page 1 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE ATTACHMENT D SUPPLEMENTAL AND SPECIAL CONDITIONS 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/TELEPSYCMATRY 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; a Qualified staff members to ensure the safety of the individual being served by telemedicine at the remote site; d. Safeguards to ensure confidentiality and privacy in accordance with state and federal laws; e. Use by credentialed licensed providers providing clinical care within the scope of their licenses; f Demonstrated competency in the operations of the system by all staff members who are involved in the operation of the system and provision of the services prior to initiating the protocol; g. Priority in scheduling the system for clinical care of individuals; h. Quality oversight and monitoring of satisfaction of the individuals served; and 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 1.07 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 v. 11.15.2016 Page 2 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE ATTACHMENT D SUPPLEMENTAL AND SPECIAL CONDITIONS interpreter. 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 httL)-Hwww.dshs.state.tx.us/laivstcllpolic /policies.slitrn, 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. v. 11.15.2016 Page 3 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE ATTACHMENT D SUPPLEMENTAL AND SPECIAL CONDITIONS SECTION 1.11 NOTICE OF A LICENSE ACTION Grantee shall notify their contract manager of any action impacting its license to provide 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; a Date of the license action; and d. License or case reference number. SECTION 1.12 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. a 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. v. 11.15.2016 Page 4 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE ATTACHMENT D SUPPLEMENTAL AND SPECIAL CONDITIONS b. Definitions: "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. 2. 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 v. 11.15.2016 Page 5 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE ATTACHMENT D SUPPLEMENTAL AND SPECIAL CONDITIONS 1. Grantee represents and warrants that: i. As of the Effective Date of the Contract, the Products and associated documentation and technical support comply with the Accessibility Standards as they exist at the time of entering the Agreement, unless and to the extent the Parties otherwise expressly agree in writing; and 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 1. 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. v. 11.15.2016 Page 6 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE ATTACHMENT D SUPPLEMENTAL AND SPECIAL CONDITIONS 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. c. Grantee shall use the System Agency's Child Abuse Reporting Form located at www;,%ystem � ezacy.state.tx:us/chilclabusere ortiza 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) £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. 11.15.2016 Page 7 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE DATA USE AGREEMENT BETWEEN THE TEXAS HEALTH AND HUMAN SERVICES ENTERPRISE AND ("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 ("HHS")and ("CONTRACTOR"), and incorporated into the terms of HHS Contract No. in Travis County,Texas(the"Base Contract"). ARTICLE l.PURPOSE; APPLICABILITY; ORDER OF PRECEDENCE ATTACHMENT 1. 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 and the limited purposes for which the CONTRACTOR may create, receive, maintain, use, disclose or have access to 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 Scope 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: (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. HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1,2015 GOVERNMENTAL ENTITY VERSION DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE III IS Caruutiu ct 114o, "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 create,receive,maintain,use, disclose or have access to on behalf of HHS that consists of or includes any or all of the following: (1) Client Information; (2) Protected Health Information in any form including without limitation, Electronic Protected Health Information or Unsecured Protected Health Information; (3) Sensitive Personal Information defined by Texas Business and Commerce Code Ch. 521; (4) Federal Tax Information; (5) Personally Identifiable Information; (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(g)(1) (HIPAA); Tex. Occ. Code § 151.002(6); Tex. H. & S. Code§166.164; Estates Code Ch. 752 and Texas Prob. Code§ 3. ARTICLE 3.CONTRACTOR'S DUTIES REGARDING CONFIDENTIAL INFORMATION Section 3.01 Obligations of CONTRACTOR CONTRACTOR agrees that: (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) CONTRACTOR will not, without HHS's prior written consent, 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 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 the Authorized Purpose or as Required by Law. 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, without prior written approval of HHS, disclose or provide access to any Confidential Information on the basis that such act is Required by Law without notifying HHS so that HHS may have the opportunity to object to the disclosure or access and seek appropriate HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1,2015 Page 2of11 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE III IS Caruutiu ct lNo, relief If HHS objects to such disclosure or access, CONTRACTOR will refrain from disclosing or providing access to the Confidential Information until HHS has exhausted all alternatives for relief 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 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 &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, on behalf of CONTRACTOR without requiring that Subcontractor first execute the Form Subcontractor Agreement, Attachment 1, which ensures that the Subcontractor will comply with the identical terms, conditions, safeguards and restrictions as contained in this DUA for PHI and any other relevant Confidential Information and which permits more strict limitations; and 45 CFR 164.502(e)(1)(1)(ii); 164.504(e)(1)(i) and(2) (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, CONTRACTOR will make PHI available to HHS in a Designated Record Set or, as directed by HHS, provide PHI to the Individual, or Legally Authorized Representative of the Individual who is requesting PHI in compliance with the requirements of the HIPAA Privacy Regulations. 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. 45 CFR 164.524and 164.504(e)(2)(ii)(E) (I) CONTRACTOR will make PHI as required by HIPAA available to HHS for amendment and incorporate any amendments to this information that HHS directs or agrees to pursuant to the HIPAA. 45 CFR 164.504(e)(2)(ii)(E) and(F) (J) 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)(ii)(G) and 164.528 (K) If CONTRACTOR receives a request for access, amendment or accounting of PHI by any Individual subject to this DUA, it will promptly forward the request to HHS; however, if it would violate HIPAA to forward the request, CONTRACTOR will promptly notify HHS of the request and of CONTRACTOR's response. Unless CONTRACTOR is prohibited by law from forwarding a request, HHS will respond to all such requests,unless HHS has given prior written consent for CONTRACTOR to respond to and account for all such requests. 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 or disclose PHI for the proper management and HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1,2015 Page 3of11 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE III IS Ca ntrti uCt 114o, administration of CONTRACTOR or to carry out CONTRACTOR's legal responsibilities if: 45 CFR 164.504(e)(ii)(1)(A) (1) Disclosure is Required by Law, provided that CONTRACTOR complies with Section 3.01(D); (2) CONTRACTOR obtains reasonable assurances from the Person to whom the information is disclosed that the Person 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 requested by HHS, 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, return 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 returned to HHS, and that CONTRACTOR and its agents and Subcontractors have retained no copies thereof. Notwithstanding the foregoing, CONTRACTOR acknowledges and agrees that it may not Destroy any Confidential Information if federal or state law, or HHS record retention policy or a litigation hold notice prohibits such Destruction. If such return or Destruction is not reasonably feasible, or is impermissible by law, CONTRACTOR will immediately notify HHS of the reasons such return 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 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 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 2 . 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 HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1,2015 Page 4 of 11 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE III IS Contnu ct 114o' (R) CONTRACTOR will establish, implement and maintain any and all appropriate 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, subject to HHS approval, 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. 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 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, security and breach notice requirements of this DUA prior to conducting work under the DUA. 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 on behalf of HHS 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, 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. A secure transmission of electronic Confidential Information in motion includes secure File Transfer Protocol (SFTP) or Encryption at an appropriate level or otherwise protected as required by rule,regulation or law. HHS Confidential Information at rest requires Encryption unless there is adequate administrative, technical, and physical security, or as otherwise protected as required by rule, regulation or law. 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 HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1,2015 Page 5of11 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE III IS Caruutiu ct llgo, 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 164.312;164.530(d) (Z) CONTRACTOR will comply with the following laws and standards if applicable to the type of Confidential Information and Contractor's Authorized Purpose: • Title 1, Part 10, Chapter 202, Subchapter B, Texas Administrative Code; • The Privacy Act of 1974; • 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 I — 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. ARTICLE 4. BREACH NOTICE,REPORTING AND CORRECTION REQUIREMENTS Section 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. (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 satisfaction(the "incident response period"). 45 CFR 164.404 (C) Breach Notice: I. 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 HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1,2015 Page 6 of 11 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE III IS Caruutiu ct 114o, Discoverv, or in a timeframe otherwise approved by HHS in writing, initially report to HHS's Privacy and Security Officers via email at: privacy(a)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, CONTRACTOR's single point of contact who will communicate with HHS both on and off business hours during the incident response period. 2. 48-Hour Formal Notice. No later than 48 consecutive clock hours after Discoverv, or a time within which Discover v reasonably should have been made by CONTRACTOR of an Event or Breach of Confidential Information, provide formal notification to the State, 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 Discoverv; 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; 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 of 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 to the foregoing in the future for response to the Event or Breach, but no less than every three (3) business days or as HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1,2015 Page 7of11 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE III IS Caruutiu ct lNo, 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 in. Any reasonably available, pertinent information, documents or reports related to an Event or Breach that HHS requests following Discoverv. Section 4.02 Investigation,Response and Mitigation. For A-F below: 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 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 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. Section 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 must obtain HHS's prior written approval of the time, manner and content of any notification to Individuals, regulators or third-parties, or any notice required by other state or federal authorities. 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, 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 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. (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. SCOPE OF WORK HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1,2015 Page 8 of 11 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE III IS Caruutiu ct 114o' Scope 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 Scope 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 S e c ti o n 6.01 Ownership of Confidential Information CONTRACTOR acknowledges and agrees that the Confidential Information is and will remain the property of HHS. CONTRACTOR agrees it acquires no title or rights to the Confidential Information. Section 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. Section 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. Section 6.04 Term; Termination ofDUA;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 is updated automatically 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 Destro v the Confidential Information as set forth in this DUA and to continue to safeguard the Confidential Information until such time as determined by HHS. (D) 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 Travis County, Texas. HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1,2015 Page 9of11 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE III IS Caruutiu ct 114o, Before exercising any of these options, HHS will provide written notice to CONTRACTOR describing the violation and the action it intends to take. (E) If neither termination nor cure is feasible, HHS shall report the violation to the Secretary. (F) 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. Section 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 Travis County, 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. Section 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. (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. Section 6.07 Indemnification To the extent permitted by law, CONTRACTOR will indemnify, defend and hold harmless HHS and its respective Executive Commissioner, employees, Subcontractors, agents (including other state agencies acting on behalf of HHS) or other members of its Workforce (each of the foregoing hereinafter referred to as "Indemnified Parry") against all actual and direct losses suffered by the Indemnified Party and all liability to third parties arising from or in connection with any breach of this DUA or from any acts or omissions related to this DUA by CONTRACTOR or its employees, directors, officers, Subcontractors, or agents or other members of its Workforce. The duty to indemnify, defend and hold harmless is independent of the duty to insure and continues to apply even in the event insurance coverage required, if any, in the DUA or Base Contract is denied, or coverage rights are reserved by any insurance carrier. Upon demand, CONTRACTOR will reimburse HHS for any and all losses,liabilities,lost profits,fines,penalties,costs or expenses(including reasonable attorneys' fees) which may for any reason be imposed upon any Indemnified Party by reason of any suit, claim, action, proceeding or demand by any third party to the extent caused by and which results from the CONTRACTOR's failure to meet any of its obligations under this DUA. To the extent permitted by law, CONTRACTOR's obligation to defend, indemnify and hold harmless any Indemnified Party will survive the expiration or termination of this DUA. Section 6.08 Insurance (A) CONTRACTOR represents and warrants that it maintains either self-insurance or commercial insurancewith policy limits sufficient to cover any liability arising from any acts or omissions HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1,2015 Page 10 of 11 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE III IS Ca ntrti uCt 114o' by CONTRACTOR or its employees, directors, officers, Subcontractors, or agents or other members of its Workforce under this DUA. CONTRACTOR warrants that HHS will be a loss payee and beneficiary for any such claims. . (B) CONTRACTOR will provide HHS with written proof that required insurance coverage is in effect, at the request of HHS. Section 6.09 Fees and Costs Except as otherwise specified in this DUA or the Base Contract, including but not limited to requirements to insure and/or indemnify HHS, 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. Section 6.10 Entirety of the Contract This Data Use Agreement is incorporated by reference into the Base Contract 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 parry against whom such change,waiver,or discharge is sought to be enforced. Section 6.11 Automatic Amendment and Interpretation Upon the effective date of any amendment or issuance of additional regulations to HIPAA, or any other law applicable to Confidential Information, this DUA will automatically be amended so that the obligations imposed on HHS and/or CONTRACTOR remain in compliance with such requirements. 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. HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1,2015 Page 11 of 11 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE III IS Contnu ct 114o, ATTACHMENT 1. SUBCONTRACTOR AGREEMENT FORM HHS CONTRACT NUMBER The DUA between HHS and CONTRACTOR establishes the permitted and required uses and disclosures of Confidential Information by CONTRACTOR. CONTRACTOR has subcontracted with (SUBCONTRACTOR)for performance of duties on behalf of CONTACTOR which are subject to the DUA. SUBCONTRACTOR acknowledges,understands and agrees to be bound by the identical terms and conditions applicable to CONTRACTOR under the DUA, incorporated by reference in this Agreement,with respect to HHS Confidential Information. CONTRACTOR and SUBCONTRACTOR agree that HHS is a third-party beneficiary to applicable provisions of the subcontract. HHS has the right but not the obligation to review or approve the terms and conditions of the subcontract by virtue of this Subcontractor Agreement Form. CONTRACTOR and SUBCONTRACTOR assure HHS that any Breach or Event as defined by the DUA that SUBCONTRACTOR Discovers will be reported to HHS by CONTRACTOR in the time,manner and content required by the DUA. If CONTRACTOR knows or should have known in the exercise of reasonable diligence of a pattern of activity or practice by SUBCONTRACTOR that constitutes a material breach or violation of the DUA or the SUBCONTRACTOR's obligations CONTRACTOR will: I. Take reasonable steps to cure the violation or end the violation, as applicable; 2. If the steps are unsuccessful, terminate the contract or arrangement with SUBCONTRACTOR, if feasible; 3. Notify HHS immediately upon reasonably discovery of the pattern of activity or practice of SUBCONTRACTOR that constitutes a material breach or violation of the DUA and keep HHS reasonably and regularly informed about steps CONTRACTOR is taking to cure or end the violation or terminate SUBCONTACTOR's contract or arrangement. This Subcontractor Agreement Form is executed by the parties in their capacities indicated below. CONTRACTOR SUBCONTRACTOR BY: BY: NAME: NAME: TITLE: TITLE: DATE ,201 . DATE: HHS Data Use Agreement V.8.3 HIPAA Omnibus Compliant April 1,2015 Page 12 of 11 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCEIAE III IS Contract 114o, DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE IACHMENT 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.0. 11246; 8. Tex. Labor Code Chapter 21; 9. Food Stamp Act of 1977 (7 USC §§ 2011 et seq.); 10. Executive Order 13279, 45 CFR Part 87 or 7 CFR Part 16 regarding equal treatment and opportunity for religious organizations; 11. Drug Abuse Office and Treatment Act of 1972, 21 USC §§ 1101 et seq.,relating to drug abuse; 12. Public Health Service Act of 1912, §§ 523 and 527, 42 USC § 290dd-2, and 42 CFR pt. 2,relating to confidentiality of alcohol and drug abuse patient records; 13. Title VIII of the Civil Rights Act of 1968, 42 USC §§ 3601 et seq.,relating to nondiscrimination in housing; and 14. DSHS Policy AA-5018,Non-discrimination Policy for DSHS Programs; b. Immigration Reform and Control Act of 1986, 8 USC§ 1324a, and Immigration Act of 1990, 8 USC 1101 et seq., as amended by Public Lawl 13-4 (March 7, 2013),regarding employment verification; and Illegal Immigration Reform and Immigrant Responsibility Act of 1996; c. Pro-Children Act of 1994,20 USC §§ 6081-6084, and the Pro-Children Act of 2001, 20 USC§ 7183, regarding the non-use of all tobacco products; 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; 1. Environmental standards pursuant to the following: 1. Institution of environmental quality control measures under the National Environmental Policy Act of 1969,42 USC§§ 4321-4347 and Executive Order 11514 (35 Fed. Reg. 4247),"Protection and Enhancement of Environmental Quality," v.02.01.2016 Page 1 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE IACHMENT 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, 16 USC §§ 1451 et seq.; 6. Federal Water Pollution Control Act, 33 USC§§ 1251 et seq.; 7. Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974, 42 USC §§ 300f-300j; 8. Protection of endangered species under the Endangered Species Act of 1973, 16 USC§§ 1531 et seq.; 9. Conformity of federal actions to state clean air implementation plans under the Clean Air Act of 1955, 42 USC§§ 7401 et seq.; 10. Wild and Scenic Rivers Act of 1968, 16 USC§§ 1271 et seq.,related to protecting certain river systems; and in. Lead-Based Paint Poisoning Prevention Act, 42 USC§§ 4821 et seq.,prohibiting the use of lead-based paint in residential construction or rehabilitation; n. Intergovernmental Personnel Act of 1970, 42 USC§§4278-4763,regarding personnel merit systems for programs specified in Appendix A of the federal Office of Program Management's Standards for a Merit System of Personnel Administration, 5 CFR Part1200 et seq; o. Titles 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-I et seq.)regarding historic property to the extent necessary to assist DSHS in complying with the Acts; t. Trafficking Victims Protection Act of 2000, Section 106(g) (22 USC § 7104); u. Executive Order 13513 (Oct. 1, 2009),Federal Leadership on Reducing Text Messaging While Driving, October 1, 2009, if required by a federal funding source of this Contract; v. Whistleblower Protection Enhancement Act(5 U.S.C. 2302(b)(8))and Texas Whistleblower Act(Tex. Gov. Code Chapter 554); and w. Requirements of any other applicable state and federal statutes, executive orders,regulations,rules and policies. v.02.01.2016 Page 2 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE 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: FFATA Contact#1 Name, Email and Phone Number: Primary Address of Contractor: FFATA Contact#2 Name, Email and Phone Number: ZIP Code:9-digits Required www.usps.com DUNS Number:9-digits Required www.sam.gov 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 Services Form 4734—June 2013 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE Fiscal Federal Funding Accountability and Transparency Act (FFATA) CERTIFICATION As the duly authorized representative (Signor) of the Contractor, I hereby certify that the statements made by me in this certification form are true, complete and correct to the best of my knowledge. Did your organization have a gross income, from all sources, of less than $300,000 in your previous tax year? ❑ Yes ❑ No If your answer is "Yes", skip questions "A", "B", and "C" and finish the certification. If your answer is "No", answer questions "A" and "B". A. Certification Regarding% of Annual Gross from Federal Awards. Did your organization receive 80% or more of its annual gross revenue from federal awards during the preceding fiscal year? ❑ Yes ❑ No B. Certification Regarding Amount of Annual Gross from Federal Awards. Did your organization receive $25 million or more in annual gross revenues from federal awards in the preceding fiscal year? ❑ Yes ❑ No If your answer is "Yes" to both question "A" and "B", you must answer question "C". If your answer is "No" to either question "A" or "B", skip question "C" and finish the certification. C. Certification Regarding Public Access to Compensation Information. Does the public have access to information about the compensation of the senior executives in your business or organization (including parent organization, all branches, and all affiliates worldwide) through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986? ❑ Yes ❑ 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 Form 4734—June 2013 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE OMB Number:4040-0007 Expiration Date:01/31/2019 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 Act of 1973, as amended (29 U.S.C. §794),which and the institutional, managerial and financial capability prohibits discrimination on the basis of handicaps; (d) (including funds sufficient to pay the non-Federal share the Age Discrimination Act of 1975, as amended (42 U. of project cost)to ensure proper planning, management S.C. §§6101-6107),which prohibits discrimination on and completion of the project described in this the basis of age; (e)the Drug Abuse Office and application. Treatment Act of 1972(P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug 2. Will give the awarding agency, the Comptroller General abuse; (f)the Comprehensive Alcohol Abuse and of the United States and, if appropriate, the State, Alcoholism Prevention, Treatment and Rehabilitation through any authorized representative, access to and Act of 1970 (P.L. 91-616), as amended, relating to the right to examine all records, books, papers, or nondiscrimination on the basis of alcohol abuse or documents related to the award; and will establish a alcoholism; (g)§§523 and 527 of the Public Health proper accounting system in accordance with generally Service Act of 1912(42 U.S.C. §§290 dd-3 and 290 accepted accounting standards or agency directives. ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (h)Title VIII of the Civil 3. Will establish safeguards to prohibit employees from Rights Act of 1968(42 U.S.C. §§3601 et seq.), as using their positions for a purpose that constitutes or amended, relating to nondiscrimination in the sale, presents the appearance of personal or organizational rental or financing of housing; (i)any other conflict of interest,or personal gain. nondiscrimination provisions in the specific statute(s) under which application for Federal assistance is being 4. Will initiate and complete the work within the applicable made; and, (j)the requirements of any other time frame after receipt of approval of the awarding nondiscrimination statute(s)which may apply to the agency. application. 5. Will comply with the Intergovernmental Personnel Act of 7. Will comply,or has already complied,with the 1970(42 U.S.C. §§4728-4763)relating to prescribed requirements of Titles II and III of the Uniform standards for merit systems for programs funded under Relocation Assistance and Real Property Acquisition Policies Act of 1970 (P.L. 91-646)which provide for one of the 19 statutes or regulations specified in fair and equitable treatment of persons displaced or Appendix A of OPM's Standards for a Merit System of whose property is acquired as a result of Federal or Personnel Administration (5 C.F.R. 900, Subpart F). federally-assisted programs. These requirements apply to all interests in real property acquired for 6. Will comply with all Federal statutes relating to project purposes regardless of Federal participation in nondiscrimination. These include but are not limited to: purchases. (a)Title VI of the Civil Rights Act of 1964(P.L. 88-352) which prohibits discrimination on the basis of race, color 8. Will comply, as applicable,with provisions of the or national origin; (b)Title IX of the Education Hatch Act(5 U.S.C. §§1501-1508 and 7324-7328) Amendments of 1972, as amended (20 U.S.C.§§1681- which limit the political activities of employees whose 1683, and 1685-1686),which prohibits discrimination on principal employment activities are funded in whole the basis of sex; (c)Section 504 of the Rehabilitation or in part with Federal funds. Previous Edition Usable Standard Form 424B(Rev.7-97) Authorized for Local Reproduction Prescribed by OMB Circular A-102 DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE 9. Will comply, as applicable,with the provisions of the Davis- 13. Will assist the awarding agency in assuring compliance Bacon Act(40 U.S.C. §§276a to 276a-7), the Copeland Act with Section 106 of the National Historic Preservation (40 U.S.C. §276c and 18 U.S.C. §874), and the Contract Act of 1966, as amended (16 U.S.C. §470), EO 11593 Work Hours and Safety Standards Act(40 U.S.C. §§327- (identification and protection of historic properties), and 333), regarding labor standards for federally-assisted the Archaeological and Historic Preservation Act of construction subagreements. 1974 (16 U.S.C. §§469a-1 et seq.). 10. Will comply, if applicable,with flood insurance purchase 14. Will comply with P.L. 93-348 regarding the protection of requirements of Section 102(a)of the Flood Disaster human subjects involved in research, development, and Protection Act of 1973(P.L. 93-234)which requires related activities supported by this award of assistance. recipients in a special flood hazard area to participate in the program and to purchase flood insurance if the total cost of 15. Will comply with the Laboratory Animal Welfare Act of insurable construction and acquisition is$10,000 or more. 1966 (P.L. 89-544, as amended, 7 U.S.C. §§2131 et seq.)pertaining to the care, handling, and treatment of 11. Will comply with environmental standards which may be warm blooded animals held for research, teaching, or prescribed pursuant to the following: (a) institution of other activities supported by this award of assistance. environmental quality control measures under the National Environmental Policy Act of 1969(P.L. 91-190)and 16. Will comply with the Lead-Based Paint Poisoning Executive Order(EO) 11514; (b)notification of violating Prevention Act(42 U.S.C. §§4801 et seq.)which facilities pursuant to EO 11738; (c)protection of wetlands prohibits the use of lead-based paint in construction or pursuant to EO 11990; (d)evaluation of flood hazards in rehabilitation of residence structures. floodplains in accordance with EO 11988; (e)assurance of 17 Will cause to be performed the required financial and project consistency with the approved State management compliance audits in accordance with the Single Audit program developed under the Coastal Zone Management Act Amendments of 1996 and OMB Circular No.A-133, Act of 1972(16 U.S.C. §§1451 et seq.); (f)conformity of "Audits of States, Local Governments, and Non-Profit Federal actions to State (Clean Air) Implementation Plans Organizations." under Section 176(c)of the Clean Air Act of 1955, as amended (42 U.S.C. §§7401 et seq.); (g)protection of 18. Will comply with all applicable requirements of all other underground sources of drinking water under the Safe Federal laws, executive orders, regulations, and policies Drinking Water Act of 1974, as amended (P.L. 93-523); governing this program. and, (h)protection of endangered species under the Endangered Species Act of 1973, as amended (P.L. 93- 19. Will comply with the requirements of Section 106(g)of 205). the Trafficking Victims Protection Act(TVPA)of 2000, as amended (22 U.S.C. 7104)which prohibits grant award 12. Will comply with the Wild and Scenic Rivers Act of recipients or a sub-recipient from(1) Engaging in severe 1968(16 U.S.C. §§1271 et seq.)related to protecting forms of trafficking in persons during the period of time components or potential components of the national that the award is in effect(2)Procuring a commercial wild and scenic rivers system. sex act during 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 TITLE APPLICANT ORGANIZATION DATE SUBMITTED Standard Form 424B(Rev.7-97)Back DocuSign Envelope ID:974F2116-6835-4CC6-8641-3066EFOCE1AE 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 of 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 Form-LLL, "Disclosure of Lobbying Activities,"in accordance with its instructions. (3)The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers(including subcontracts,subgrants,and contracts under grants,loans,and cooperative agreements)and that all subrecipients shall certify and disclose accordingly.This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into.Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352,title 31, U.S. Code.Any person who fails to file the required certification shall be subject to a civil penalty of not less than$10,000 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 been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with this commitment providing for the United States to insure or guarantee a loan,the undersigned shall complete and submit Standard Form-LLL, "Disclosure of Lobbying Activities,"in accordance with its instructions. Submission of this statement is a prerequisite for making or entering into this transaction imposed by section 1352,title 31, U.S.Code.Any person who fails to file the required statement shall be subject to a civil penalty of not less than$10,000 and not more than$100,000 for each such failure. *APPLICANT'S ORGANIZATION *PRINTED NAME AND TITLE OF AUTHORIZED REPRESENTATIVE Prefix: * First Name: Middle Name: * Last Name: Suffix: *Title: *SIGNATURE: *DATE: SICU ftt Certificate Of Completion Envelope Id:974F211668354CC686413066EFOCE1AE Status:Sent Subject:$58,014; HHS000036000001;Corpus Christi-Nueces Co. Public Health District; DSHS; CMS Source Envelope: Document Pages:58 Signatures:0 Envelope Originator: Certificate Pages:2 Initials:0 William Potthoff AutoNav: Enabled 1860 Michael Faraday Dr Envelopeld Stamping: Enabled Reston,VA 20190 Time Zone: (UTC-06:00)Central Time(US&Canada) william.potthoff@hhsc.state.tx.us I P Address: 167.137.1.16 Record Tracking Status:Original Holder:William Potthoff Location: DocuSign 11/2/2017 111:26 AM william.potthoff@hhsc.state.tx.us Signer Events Signature Timestamp Annette Rodriguez Sent: 11/2/2017 111:32 AM annetter@cctexas.com Health Director City of Corpus Christi Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Janna Zumbrun Janna.Zumbrun@dshs.texas.gov 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 Stefanie Jackson Sent: 11/2/2017 111:32 AM Stefanie.Jackson@hhsc.state.tx.us ED Viewed: 11/2/2017 111:46 AM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Ebony White Sent: 11/2/2017 111:32 AM Ebony.White@dshs.texas.gov ED Viewed: 11/2/2017 111:42 AM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp William Uhlarik Sent: 11/2/2017 111:32 AM williamu2@cctexas.com COPIED Viewed: 11/2/2017 111:51 AM Security Level: Email,Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign CMU Mailbox 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 Status Timestamps Envelope Sent Hashed/Encrypted 11/2/2017 111:32 AM Payment Events Status Timestamps SC 0 F U N`1852AGENDA MEMORANDUM Action Item for the City Council Meeting of December 19, 2017 DATE: December 14, 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 Professional Services Professional Services Agreements Preliminary Engineering and Feasibility Reports Proposed Bond 2018 CAPTION: Motion authorizing the City Manager, or designee, to execute eight (8) separate Master Services Agreements (MSAs); four MSA's in the amount of$300,000 each for a total not to exceed of$1,200,000 with Freese and Nichols, Govind Development, HDR Engineering, and Munoz Engineering for Street projects proposed in Bond 2018 Propositions 1 and 2; and four (4) separate MSAs in the amount of $125,000 each for a total not to exceed of$500,000 with AECOM Technical Services, Bath Engineering, Hanson Professional Services, and LNV, Inc.for Facility projects for proposed in Bond 2018 Proposition 3. PURPOSE: The purpose of this agenda item is to obtain authority to execute MSAs with Freese and Nichols, Govind Development, HDR Engineering, Munoz Engineering, AECOM Technical Services, Bath Engineering, Hanson Professional Services, and LNV, Inc. for preliminary engineering and feasibility reports for support of the proposed Bond 2018. BACKGROUND AND FINDINGS: These MSAs will provide professional services for preliminary design and feasibility reports as described below. Eight firms were selected to ensure adequate capacity and specialty services for the wide range of City projects proposed in Bond 2018 Propositions 1, 2 and 3. Individual Task Orders (TOs) will be developed with scope and fee for subsequent projects and will be administratively authorized by the City Manager or designee. These preliminary engineering and feasibility reports are critical for the following: • Better defined scopes, • Establish project limits (Right of Way, intersections, building locations, rooms, etc.) • Develop accurate cost estimates for execution and budgeting including o Future CIP and Operations & Maintenance budgets • Identify potential land acquisition requirements • Design/Construction and budget coordination with local Independent School Districts, MPO/TxDOT and other agencies • Design/Construction and budget coordination with AEP, Time Warner, AT&T, etc. • Special permitting requirements with (USACE, TCEQ, GLO, etc.) • Construction sequencing (peak holidays, school sessions, league play, building operations, etc.) This coordination and information will improve execution of the proposed program within approved schedules and budgets. This is essential to minimize impacts to the public and overall cost of the projects. The following provides an outline of the feasibility report and tasks for each project: FEASIBILITY REPORTS Executive Summary with brief project description of scope, cost and location map Project Report 1. Detailed Project Description and maps a. Bond 2018 Language b. Location (anticipated project limits) 1) Include a location map c. Existing Conditions 1) Approximate age of roadway 2) Street classification (C1, C2, A1, etc.) and description (2 lanes in each direction, one lane in each direction with a center turn lane, etc.) 3) Roadway type (concrete/asphalt, curb & gutter or roadside ditches, etc.) 4) Current pavement PCI value(City staff will provide a spreadsheet with this information) 5) Development in the area (residential, commercial, industrial) 6) Summarize existing utilities a) Use GIS &As-Builts to determine size, type, & location (Utility quality level D) b) Limited Survey and SUE in the Feasibility Report(Utility quality level C) - Limited to establishing ROW (if needed), locating utilities (horizontal), and verifying depths/connections generally match what was shown on the GIS and/or as-builts. 7) Visual/site inspection to note 3rd Party utilities in the area, and verify general alignment/location of City utilities. d. Proposed Construction 1) Street classification (C1, C2, A1, etc.) and description (2 lanes in each direction, one lane in each direction with a center turn lane, etc.) a) Based on Traffic Counts provided by City Staff. 2) Pavement type (general comments; no pavement design; design concrete, asphalt, or consider both options) 3) ADA improvements 4) Utility improvements a) Based on maintenance issues and future projections (master plans) (i.e. are there condition issues and/or capacity issues). b) City staff will provide maintenance reports for each system. 5) Traffic signal upgrades (general comments; no traffic counts provided) 6) Street lighting 7) Proposed project limits (especially important if different than originally scoped limits) e. Agency/Permit Coordination Requirements f. Land Acquisition g. Other Project Elements 2. Opinion of Probable Cost a. Summary table of ALL costs; not just construction b. Opinion of Probable Cost Assumptions c. Opinion of Probable Cost Spreadsheets 1) Use the Bid Form format 2) City Staff will provide a template example and summary of recent bids for reference. 3. Project Timetable/Schedule (will be enforced during the project) a. Preliminary Phase b. Design Phase c. Bid Phase d. Construction 4. Street Section (see City provided example) a. Proposed pavement section b. Existing and proposed ROW c. Existing and proposed pavement width and lane configuration d. Existing and proposed improvements beyond the edge of pavement (curb & gutter, roadside ditches, sidewalk, cycle track, power poles, etc.) 5. Project Site Photographs a. Photo Key Map b. Photographs with descriptions 6. Strip Map a. Project Title b. City's Project Number c. North Arrow d. Scale (use 17-50) e. Height of paper should be 11" f. Aerial Photograph as Background g. Relevant street names h. Proposed street configuration 1) Proposed new alignment(if alignment changing) 2) New width 3) Lanes (show arrows for direction) 4) Sidewalks and cycle tracks i. Utilities 1) Exiting utilities 2) Proposed utility improvements The MSAs not to exceed amounts were planned within the $2 million previously presented to City Council in workshops and approved by Resolution on August 15, 2017. Actual detailed scopes and fees will be negotiated per task order with the respective Architect/Engineer on each project. ALTERNATIVES: 1. Execute Master Services Agreements as proposed. (Recommended) 2. Do not execute Master Services Agreements. (Not Recommended) OTHER CONSIDERATIONS: All eight firms were selected by RFQ No. 2017-03 dated July 27, 2017. CONFORMITY TO CITY POLICY: MSAs and selection process comply with the Professional Procurement Act and City Policy. All firms were selected based upon qualifications, wide working knowledge of applicable project fundamentals, and understanding of project requirements. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: N/A FINANCIAL IMPACT: ❑ Operating ❑ Revenue ® Capital ❑ Not applicable Fiscal Year Project to Date 2017-2018 Expenditures Current Year Future Years TOTALS (CIP only) Budget $2,000,000 $2,000,000 Encumbered/Expended Amount This item 1,700,000 1,700,000 Future Anticipated 140,000 140,000 -Expenditures This Project BALANCE $160,000 $160,000 Fund(s): Bond 2008 Street Fund Reserves RECOMMENDATION: City Staff recommends approval of eight(8) MSAs with Freese and Nichols, Govind Development, HDR Engineering, Munoz Engineering, AECOM Technical Services, Bath Engineering, Hanson Professional Services, and LNV, Inc. for preliminary engineering and feasibility reports for Bond 2018. LIST OF SUPPORTING DOCUMENTS: Summary Page Project Budget Location Map Master Services Agreement Freese and Nichols Master Services Agreement Govind Development Master Services Agreement HDR Engineering Master Services Agreement Munoz Engineering Master Services Agreement AECOM Technical Services Master Services Agreement Bath Engineering Master Services Agreement Hanson Professional Services Master Services Agreement LNV, Inc. Presentation CITY OF CORPUS CHRISTI MASTER SERVICES AGREEMENT FOR PROFESSIONAL SERVICES Preliminary Engineering Facilities Feasibility and Cost Estimate Reports (Bond 2018) This Agreement is between 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 and AECOM Technical Services, Inc., a California Corporation, 711 N. Carancahua, Suite 1620, Corpus Christi, Texas 78401 (Consultant). TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I PROJECT TASK ORDER-------------------------------------------------------------------------------------2 ARTICLE II COMPENSATION-------------------------------------------------------------------------------------------------2 ARTICLE III QUALITY CONTROL PLAN .................................................................................4 ARTICLE IV INSURANCE REQUIREMENTS...........................................................................4 ARTICLE V INDEMNIFICATION----------------------------------------------------------------------------------------------4 ARTICLE VI TERM; RENEWALS; TIMES FOR RENDERING SERVICE.................................5 ARTICLE VII TERMINATION OF AGREEMENT .......................................................................5 ARTICLE VIII RIGHT OF REVIEW AND AUDIT.........................................................................6 ARTICLE IX OWNER REMEDIES --------------------------------------------------------------------------------------------6 ARTICLE X CONSULTANT REMEDIES----------------------------------------------------------------------------------7 ARTICLE XI CLAIMS AND DISPUTE RESOLUTION ...............................................................7 ARTICLE XII MISCELLANEOUS PROVISIONS........................................................................9 EXHIBITS Page 1 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES AECOM TECHNICAL\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES AECOM.DOC ARTICLE I — PROJECT TASK ORDER 1.1 This Agreement shall apply to as many tasks as City and Consultant agree will be performed under the terms and conditions of this Agreement. Each task Consultant performs for City hereunder shall be designated a Task Order. No Task Order shall be binding or enforceable unless and until it has been properly executed by both City and Consultant. Each properly executed Task Order shall become a separate supplemental agreement to this Agreement. 1.2 The Consultant shall provide its Scope of Services, to be included in each Task Order. 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 which would normally be required by law or common due diligence in accordance with the standard of care defined in Article XII of this Agreement. 1.3 Under this Agreement, Consultant will provide services on a Task Order basis for a range of services related to assisting Engineering Services with professional engineering, architecture and construction services related to execution of Capital Improvements Programs. All work will be subject to authorization from City. A detailed Scope of Services and fee estimate will be developed for each task prior to execution of work. 1.4 Consultant must complywith City standards, as specified in the Unified Development Code(UDC)or Code of Ordinances, as applicable, throughout the duration of the Project, unless specifically and explicitly excluded from doing so in the approved Task Order. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.5 Consultant must perform tasks and submit deliverables as detailed in each approved Task Order. 1.6 Consultant must provide all labor, equipment and transportation necessary to complete all services agreed to 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 the subconsultant and the percentage of work performed by the subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.7 Consultant must not begin work on any Task Order authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. 1.8 For design services, Consultant agrees to render the professional services necessaryforthe advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities, as defined and described in the City's General Conditions for Construction Contracts, an excerpt of which is attached as Exhibit G. ARTICLE II —COMPENSATION 2.1 The Compensation for all services included in this Agreement and in the Scope of Services for this Agreement shall not exceed $125,000. 2.2 The Consultant's fee for each Task Order will be on a lump sum or time and materials (T&M) basis with a negotiated not-to-exceed amount. The fees will not exceed those identified and will be full and total compensation for all services outlined in each Task Order,and for all expenses incurred in performing these services. Page 2 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES AECOM TECHNICAL\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES AECOM.DOC 2.3 Consultant shall submit a proposal to the City,which shall be incorporated into this agreement as Exhibit B, subject to approval by the City. 2.4 Consultant shall submit a Rate Schedule, shown in Exhibit B-1, with their proposal. The rate schedule shall remain 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. 2.5 Monthly invoices will be submitted in accordance with the Payment Request (Exhibit C). For T&M basis fees, Consultant shall submit documentation with the monthly invoice that shows who worked on the Project, the number of hours that each individual worked on the Project and reimbursables for that individual. 2.5.1 Principals may only bill at the hourly rate of Principals when acting in that capacity. Principals acting in the capacity of staff must bill at staff rates. The Consultant shall provide documentation with each payment request that clearly indicates how that individual's time is allocated and the justification for that allocation. 2.6 The anticipated fee structure under this agreement is as follows: DESCRIPTION NOT TO EXCEED AMOUNT Maximum Contract Amount $125,000.00 Task 1 —TBD TBD Task 2 —TBD TBD Task 3—TBD TBD Task 4 —TBD TBD Task 5—TBD TBD Task 6—TBD TBD 2.7 All services shall be performed and the applicable standard of professional care set forth herein and to City's satisfaction,which satisfaction shall be judged by the Director in his/her sole discretion. City shall not be liable for any payment under this Agreement for services which are unsatisfactory and which previously have not been approved by the Director. 2.8 In the event of any dispute(s)between the Parties regarding the amount properly compensable for any Task Order 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 provided in this Agreement in a timely manner and as required by the terms thereof, any such claim shall be waived. 2.9 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. 2.10 Any fee payable under this Agreement is subject to the availability of funds. The Consultant may be directed to suspend work pending receipt and appropriation of funds. Page 3 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES AECOM TECHNICAL\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES AECOM.DOC ARTICLE III —QUALITY CONTROL PLAN 3.1 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. 3.2 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 Opinion of Probable Cost(OPC) as needed. 3.3 Documents that do not meet City standards may be rejected. Consultant will not be compensated for having to resubmit documents. ARTICLE IV— INSURANCE REQUIREMENTS 4.1 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. 4.2 Insurance Requirements are shown in EXHIBIT D. ARTICLE V- 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. Page 4 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES AECOM TECHNICAL\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES AECOM.DOC ARTICLE VI —TERM; RENEWALS; TIMES FOR RENDERING SERVICE 6.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 6.2 This Agreement shall be applicable to Task Order issued hereunder from the Effective Date of the Agreement until project is complete. 6.3 This service shall be for a period of one (1)year beginning on the Effective Date. The Agreement may be WFitiRg prier to the expiratiGR date of the prier term. ARY Shall _hP_ a4t thP- SaUnPe tpirrns ;4nd plus aRy approved GhaRge&-. 6.4 The times for performing services or providing deliverables will be stated in each Task Order. If no times are so stated, Consultant will perform services and provide deliverables within a reasonable time. ARTICLE VII - TERMINATION OF AGREEMENT 7.1 By Consultant: 7.1.1 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. 7.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 7.2 By City: 7.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 7.2.2 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. 7.3 Termination Procedure 7.3.1 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. 7.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. Page 5 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES AECOM TECHNICAL\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES AECOM.DOC 7.3.3 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. 7.3.4 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 VIII — RIGHT OF REVIEW AND AUDIT 8.1 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 is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 8.2 "Consultant's records" include any and all information, materials and data of every kind and character generated as a result of the Work under this Agreement. 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,federal and state tax filings for issue in questions and any and all other agreements, sources of information and matters that may, in City's judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 8.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's records only during City'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 or former 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. 8.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE IX—OWNER REMEDIES 9.1 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: 9.1.1 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; 9.1.2 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. Page 6 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES AECOM TECHNICAL\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES AECOM.DOC 9.1.3 Losses are incurred because of defects, errors and 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 defects, errors and omissions in the documents. 9.2 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. 9.3 When the City incurs non-value added work costs for change orders due to design errors 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. 9.4 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. 9.5 The City may withhold or nullify the whole or part of any payment as detailed in Article II. ARTICLE X—CONSULTANT REMEDIES 10.1 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. 10.2 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XI —CLAIMS AND DISPUTE RESOLUTION 11.1 Filing of Claims 11.1.1 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. 11.1.2 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. 11.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 11.1.4 Within thirty(30)calendar days of receipt of notice and supporting documentation, City will meet to Page 7 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES AECOM TECHNICAL\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES AECOM.DOC 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 Alternative Dispute Resolution. 11.1.5 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. 11.2 Alternative Dispute Resolution 11.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 11.2.2 Before invoking mediation or any other alternative dispute resolution(ADR)process set forth herein, 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 any other ADR process. 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 ADR process contained herein. 11.2.3 Mediation 11.2.3.1 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. 11.2.3.2 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. 11.2.3.3 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. 11.2.3.4 The parties shall share the mediator's fee. Venue for any mediation or lawsuit arising under this Agreement 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. 11.3 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 in this Agreement. 11.4 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. Page 8 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES AECOM TECHNICAL\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES AECOM.DOC ARTICLE XII — MISCELLANEOUS PROVISIONS 12.1 Assignability. The Consultant will not assign, transfer or delegate any of its obligations or duties in this Agreement to any other person without the prior written consent of the City, except for routine duties delegated to personnel of the Consultant staff. If the Consultant is a partnership, then in the event of the termination of the partnership, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 12.2 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 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,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 professional engineer prior to re-use of modified plans. 12.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent engineers or architects practicing under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 12.4 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. 12.5 Entire Agreement. This Agreement, including Task Orders, 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. 12.6 Disclosure of Interest. (Exhibit E)Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract. 12.7 Certificate of Interested Parties. (Exhibit F). Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 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 Page 9 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES AECOM TECHNICAL\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES AECOM.DOC (2) a person who actively participates in facilitating a contractor 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 hftps://www.ethics.state.tx.us/whatsnew/elf—info—forml295.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. 12.8 Conflict of Interest. Consultant agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index 12.9 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. 12.10 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, impairor 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. 12.11 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant-prepared Exhibit A, Scope of Services or in any other document prepared by Consultant and included herein, is in conflict with Articles I - XII of this Agreement (Articles) and/or an approved Task Order, the Articles and/or the Task Order shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI AECOM TECHNICAL SERVICES, INC. Jeff H. Edmonds, P. E. Date Alejandro Giannotti, P. E. Date Director of Engineering Services Vice President 711 N. Carancahua, Suite 1620 Corpus Christi, TX 78401 APPROVED AS TO LEGAL FORM (361) 884-7140 Office (361) 888-4169 Fax alex.giannotti@aecom.com Assistant City Attorney Date ATTEST Rebecca Huerta, City Secretary Page 10 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES AECOM TECHNICAL\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES AECOM.DOC Funding info is N/A at this time. Funding info will be provided upon execution of Task Order No. 1. Project Number N/A Accounting Unit N/A Account N/A Activity N/A Account Category N/A Fund Name N/A Page 11 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES AECOM TECHNICAL\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES AECOM.DOC EXHIBIT A SAMPLE TASK ORDER This Task Order pertains to a Master Services Agreement for Professional Services by and between City of Corpus Christi, Texas (City) and "Company Name" (Consultant) dated , 2018 (Agreement). Consultant shall perform services on the project described below as provided in this Task Order and in the Agreement. This Task Order shall not be binding until it has been properly signed by both parties. Upon execution, this Task Order shall supplement the Agreement as it pertains to the project described below. TASK ORDER NO.: PROJECT NAME: 1. PROJECT DESCRIPTION 2. SCOPE OF SERVICES 3. COMPENSATION This Task Order is approved and Consultant may proceed. All other terms and conditions of the Agreement remain in full force and effect. CITY OF CORPUS CHRISTI AECOM TECHNICAL SERVICES, INC. Jeff H. Edmonds, P. E. Date Alejandro Giannotti, P. E. Date Director of Engineering Services Vice President 711 N. Carancahua, Suite 1620 Corpus Christi, TX 78401 (361) 884-7140 Office (361) 888-4169 Fax alex.giannotti@aecom.com Master Services Agreement EXHIBIT B CONSULTANT PROPOSAL Master Services Agreement /� C w/ Imagine it. 711AECOM N. M�`�,n/�T� Delivered. 711 N.Carancahua Street,Suite 1620 Corpus Christi,TX 78401,USA aecom.com December 7, 2017 Dana M. Espinal City of Corpus Christi Engineering Services 1201 Leopard Street Corpus Christi, Texas 78401 Reference: Proposal for Preliminary Engineering Facilities and Cost Estimate Reports (Bond 2018-2019) Master Services Agreement Dear Ms. Espinal: AECOM Technical Services Inc. is pleased to provide Preliminary Engineering Facilities and Cost Estimate Reports services for the above reference project. We understand that we have been selected to provide these services for this publicly funded project. Therefore, by providing fees information we are not in violation of the Texas Professional Services Procurement Act. The proposed "Not to Exceed amount furnished by the City of Corpus Christi for this project is $125,000.00. Requested services beyond this proposed amount will be billed based on the unit rates contain and attached to this letter. We will commence work upon receipt of a fully executed copy of the Master Service Agreement with the City of Corpus Christi. We look forward to working with you. Yours sincerely, r Alejandro Giannotti, PE, LEED AP Vice President Regional Building Engineering Director AECOM T. 281-675-7665 M:832-294-1667 E: Alex.giannotti@aecom.com 1/1 aecom.com EXHIBIT "B" Reference: Page 1 of 1 EXHIBIT B-1 CONFIDENTIAL RATE SCHEDULE Rate sheets are confidential pursuant to section 552.104 of the Texas Government Code since release of this information would give advantage to a competitor or bidder. In addition, section 552.110 of the TX Govt. Code protects third party commercial and financial information if release of the information would cause the third party substantial competitive harm. DOCUMENTATION OF PROVISIONAL/OVERHEAD RATES: Overhead rate documentation has been provided to the City of Corpus Christi and was utilized in reviewing and approving the loaded hourly rates below. PRINCIPAL(S): HOURLY RATE ($/hr) 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. Master Services Agreement EXHIBIT C PAYMENT REQUEST FORM COMPLETE PROJECT NAME Project No.XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Current Previous Total Remaining Percent Basic Services: Contract Amd No. 1 Amd No.2 Contract Invoice Invoice Invoice Balance Complete Preliminary Phase $1,000.00 $0.00 $0.00 $1,000.00 $0.00 $1,000.00 $1,000.00 $0.00 100.0% Design Phase $2,000.00 $1,000.00 $0.00 $3,000.00 $1,000.00 $500.00 $1,500.00 $1,500.00 50.0% Bid Phase $500.00 $0.00 $250.00 $750.00 $0.00 $0.00 $0.00 $750.00 0.0% Construction Phase $2,500.00 $0.00 $1,000.00 $3,500.00 $0.00 $0.00 $0.00 $3,500.00 0.0% Subtotal Basic Services $6,000.00 $1,000.00 $1,250.00 $8,250.00 $1,000.00 $1,500.00 $2,500.00 $5,750.00 30.3% Additional Services: Permitting $2,000.00 $0.00 $0.00 $2,000.00 $500.00 $0.00 $500.00 $1,500.00 25.0% Warranty Phase $0.00 $1,120.00 $0.00 $1,120.00 $0.00 $0.00 $0.00 $1,120.00 0.0% Inspection $0.00 $0.00 $1,627.00 $1,627.00 $0.00 $0.00 $0.00 $1,627.00 0.0% Platting Survey TBD TBD TBD TBD TBD TBD TBD TBD TBD O&M Manuals TBD TBD TBD TBD TBD TBD TBD TBD TBD SCADA TBD1 TBD1 TBD1 TBD TBD TBD TBD TBD TBD Subtotal Additional Services $2,000.001 $1,120.001 $1,627.001 $4,747.00 $500.001 $0.00 $500.00 $4,247.00 10.5% Summary of Fees: Basic Services Fees $6,000.00 $1,000.00 $1,250.00 $8,250.00 $1,000.00 $1,500.00 $2,500.00 $5,750.00 30.3% Additional Services Fees $2,000.00 $1,120.00 $1,627.00 $4,747.00 $500.00 $0.00 $500.00 $4,247.001 10.506 Total of Fees $8,000.00 $2,120.00 $2,877.00 $12,997.00 $1,500.00 $1,500.00 $3,000.00 1 $9,997.001 23.1% Notes: If needed,update this sample form based on the contract requirements. EXHIBIT"C" If applicable,refer to the contract for information on what to include with time and materials(T&M). Page 1 of 1 Master Services Agreement EXHIBIT D 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, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements PROFESSIONAL LIABILITY $1,000,000 Per Claim (Errors and Omissions) 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 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 Master Services Agreement 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. Master Services Agreement ridl*zl -- SUPPLIER NUMBER TO BE ASSIGNED BY CITY PURCHASING DIVISION City of Corpus EXHIBIT E 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: Aecom Technical Services, Inc. P. O.BOX: STREET ADDRESS: CITY: Corpus Christi ZIP: 78401 711 North Carancahua Suite 1620 p FIRM IS: I. Corporation ® 2. Partnership ❑ 3. Sole Owner E]4. Association 5. Other DISCLOSURE QUESTIONS If additional space is necessary,please use the reverse side of this page or attach separate sheet. 1. State the names of each"employee"of the City of Corpus Christi having an"ownership interest"constituting 3%or more of the ownership in the above named"firm." Name Job Title and City Department(if known) 2. State the names of each"official"of the City of Corpus Christi having an"ownership interest"constituting 3%or more of the ownership in the above named"firm." Name 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 Master Services Agreement 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: Alejandro Giannotti Title: Authorized Signatory (Type or Print) Signature of Certifying ^ Date: 12/4/17 Person: DEFINITIONS a. `Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi,Texas either on a full or part-time basis,but not as an independent contractor. d. "Firm." Any entity operated for economic gain,whether professional,industrial or commercial,and whether established to produce or deal with a product or service,including but not limited to,entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation,joint stock company,joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor,members of the City Council, City Manager,Deputy City Manager,Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f "Ownership Interest." Legal or equitable interest,whether actually or constructively held,in a firm,including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts,proxies, or special terms of venture or partnership agreements.,, g. "Consultant." Any person or firm, such as engineers and architects,hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. Master Services Agreement EXHIBIT F FORM 1295 CERTIFICATE OF INTERESTED PARTIES Master Services Agreement CERTIFICATE OF INTERESTED PARTIES FORM 1295 10fl 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. 2017-289765 AECOM Technical Services Houston,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is— 12/04/2017 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#18039A CCPD Headquarters Roof Replacement and Upgrades 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling intermediary Keener,Timothy H. Morrisville, NC United States X Gan, David Los Angeles,CA United States X Hopson, Preston Los Angeles,CA United States X 5 Check only if there is NO Interested Party. E-1 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct, DEBORAH f RTON My Notary ID#7507370 Expires September 22,2020 ............................... Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE 16f Sworn to and subscribed before me,by the said ALEJ.WJbW GiAmAjoTTI-------—this the day of 20]-11-.................1,to certify which,witness my hand and sea]of office. 4-M&UW bEB012AH L-- Mo"T AJ AW4 Mi.A,5577, 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.b(.us Version V1.0.3337 CITY OF CORPUS CHRISTI MASTER SERVICES AGREEMENT FOR PROFESSIONAL SERVICES Preliminary Engineering Facilities Feasibility and Cost Estimate Reports (Bond 2018) This Agreement is between 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 and Bath Engineering, a Texas Corporation, 5656 S. Staples Street, Suite 110, Corpus Christi, Texas 78411 (Consultant). TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I PROJECT TASK ORDER-------------------------------------------------------------------------------------2 ARTICLE II COMPENSATION-------------------------------------------------------------------------------------------------2 ARTICLE III QUALITY CONTROL PLAN .................................................................................4 ARTICLE IV INSURANCE REQUIREMENTS...........................................................................4 ARTICLE V INDEMNIFICATION----------------------------------------------------------------------------------------------4 ARTICLE VI TERM; RENEWALS; TIMES FOR RENDERING SERVICE.................................5 ARTICLE VII TERMINATION OF AGREEMENT .......................................................................5 ARTICLE VIII RIGHT OF REVIEW AND AUDIT.........................................................................6 ARTICLE IX OWNER REMEDIES --------------------------------------------------------------------------------------------6 ARTICLE X CONSULTANT REMEDIES----------------------------------------------------------------------------------7 ARTICLE XI CLAIMS AND DISPUTE RESOLUTION ...............................................................7 ARTICLE XII MISCELLANEOUS PROVISIONS........................................................................9 EXHIBITS Page 1 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES BATH ENGINEERING\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES BATH.DOC ARTICLE I — PROJECT TASK ORDER 1.1 This Agreement shall apply to as many tasks as City and Consultant agree will be performed under the terms and conditions of this Agreement. Each task Consultant performs for City hereunder shall be designated a Task Order. No Task Order shall be binding or enforceable unless and until it has been properly executed by both City and Consultant. Each properly executed Task Order shall become a separate supplemental agreement to this Agreement. 1.2 The Consultant shall provide its Scope of Services, to be included in each Task Order. 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 which would normally be required by law or common due diligence in accordance with the standard of care defined in Article XII of this Agreement. 1.3 Under this Agreement, Consultant will provide services on a Task Order basis for a range of services related to assisting Engineering Services with professional engineering, architecture and construction services related to execution of Capital Improvements Programs. All work will be subject to authorization from City. A detailed Scope of Services and fee estimate will be developed for each task prior to execution of work. 1.4 Consultant must complywith City standards, as specified in the Unified Development Code(UDC)or Code of Ordinances, as applicable, throughout the duration of the Project, unless specifically and explicitly excluded from doing so in the approved Task Order. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.5 Consultant must perform tasks and submit deliverables as detailed in each approved Task Order. 1.6 Consultant must provide all labor, equipment and transportation necessary to complete all services agreed to 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 the subconsultant and the percentage of work performed by the subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.7 Consultant must not begin work on any Task Order authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. 1.8 For design services, Consultant agrees to render the professional services necessaryforthe advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities, as defined and described in the City's General Conditions for Construction Contracts, an excerpt of which is attached as Exhibit G. ARTICLE II —COMPENSATION 2.1 The Compensation for all services included in this Agreement and in the Scope of Services for this Agreement shall not exceed $125,000. 2.2 The Consultant's fee for each Task Order will be on a lump sum or time and materials (T&M) basis with a negotiated not-to-exceed amount. The fees will not exceed those identified and will be full and total compensation for all services outlined in each Task Order,and for all expenses incurred in performing these services. Page 2 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES BATH ENGINEERING\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES BATH.DOC 2.3 Consultant shall submit a proposal to the City,which shall be incorporated into this agreement as Exhibit B, subject to approval by the City. 2.4 Consultant shall submit a Rate Schedule, shown in Exhibit B-1, with their proposal. The rate schedule shall remain 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. 2.5 Monthly invoices will be submitted in accordance with the Payment Request (Exhibit C). For T&M basis fees, Consultant shall submit documentation with the monthly invoice that shows who worked on the Project, the number of hours that each individual worked on the Project and reimbursables for that individual. 2.5.1 Principals may only bill at the hourly rate of Principals when acting in that capacity. Principals acting in the capacity of staff must bill at staff rates. The Consultant shall provide documentation with each payment request that clearly indicates how that individual's time is allocated and the justification for that allocation. 2.6 The anticipated fee structure under this agreement is as follows: DESCRIPTION NOT TO EXCEED AMOUNT Maximum Contract Amount $125,000.00 Task 1 —TBD TBD Task 2 —TBD TBD Task 3—TBD TBD Task 4 —TBD TBD Task 5—TBD TBD Task 6—TBD TBD 2.7 All services shall be performed and the applicable standard of professional care set forth herein and to City's satisfaction,which satisfaction shall be judged by the Director in his/her sole discretion. City shall not be liable for any payment under this Agreement for services which are unsatisfactory and which previously have not been approved by the Director. 2.8 In the event of any dispute(s)between the Parties regarding the amount properly compensable for any Task Order 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 provided in this Agreement in a timely manner and as required by the terms thereof, any such claim shall be waived. 2.9 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. 2.10 Any fee payable under this Agreement is subject to the availability of funds. The Consultant may be directed to suspend work pending receipt and appropriation of funds. Page 3 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES BATH ENGINEERING\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES BATH.DOC ARTICLE III —QUALITY CONTROL PLAN 3.1 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. 3.2 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 Opinion of Probable Cost(OPC) as needed. 3.3 Documents that do not meet City standards may be rejected. Consultant will not be compensated for having to resubmit documents. ARTICLE IV— INSURANCE REQUIREMENTS 4.1 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. 4.2 Insurance Requirements are shown in EXHIBIT D. ARTICLE V- 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. Page 4 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES BATH ENGINEERING\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES BATH.DOC ARTICLE VI —TERM; RENEWALS; TIMES FOR RENDERING SERVICE 6.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 6.2 This Agreement shall be applicable to Task Order issued hereunder from the Effective Date of the Agreement until project is complete. 6.3 This service shall be for a period of one (1)year beginning on the Effective Date. The Agreement may be WFitiRg prier to the expiratiGR date of the prier term. ARY Gha4II -hP- a4t thP- Ga4FFIP_ tprrns ;4nd plus aRy approved GhaRge&-. 6.4 The times for performing services or providing deliverables will be stated in each Task Order. If no times are so stated, Consultant will perform services and provide deliverables within a reasonable time. ARTICLE VII - TERMINATION OF AGREEMENT 7.1 By Consultant: 7.1.1 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. 7.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 7.2 By City: 7.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 7.2.2 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. 7.3 Termination Procedure 7.3.1 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. 7.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. Page 5 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES BATH ENGINEERING\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES BATH.DOC 7.3.3 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. 7.3.4 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 VIII — RIGHT OF REVIEW AND AUDIT 8.1 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 is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 8.2 "Consultant's records" include any and all information, materials and data of every kind and character generated as a result of the Work under this Agreement. 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,federal and state tax filings for issue in questions and any and all other agreements, sources of information and matters that may, in City's judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 8.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's records only during City'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 or former 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. 8.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE IX—OWNER REMEDIES 9.1 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: 9.1.1 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; 9.1.2 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. Page 6 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES BATH ENGINEERING\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES BATH.DOC 9.1.3 Losses are incurred because of defects, errors and 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 defects, errors and omissions in the documents. 9.2 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. 9.3 When the City incurs non-value added work costs for change orders due to design errors 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. 9.4 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. 9.5 The City may withhold or nullify the whole or part of any payment as detailed in Article II. ARTICLE X—CONSULTANT REMEDIES 10.1 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. 10.2 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XI —CLAIMS AND DISPUTE RESOLUTION 11.1 Filing of Claims 11.1.1 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. 11.1.2 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. 11.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 11.1.4 Within thirty(30)calendar days of receipt of notice and supporting documentation, City will meet to Page 7 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES BATH ENGINEERING\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES BATH.DOC 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 Alternative Dispute Resolution. 11.1.5 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. 11.2 Alternative Dispute Resolution 11.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 11.2.2 Before invoking mediation or any other alternative dispute resolution(ADR)process set forth herein, 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 any other ADR process. 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 ADR process contained herein. 11.2.3 Mediation 11.2.3.1 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. 11.2.3.2 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. 11.2.3.3 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. 11.2.3.4 The parties shall share the mediator's fee. Venue for any mediation or lawsuit arising under this Agreement 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. 11.3 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 in this Agreement. 11.4 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. Page 8 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES BATH ENGINEERING\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES BATH.DOC ARTICLE XII — MISCELLANEOUS PROVISIONS 12.1 Assignability. The Consultant will not assign, transfer or delegate any of its obligations or duties in this Agreement to any other person without the prior written consent of the City, except for routine duties delegated to personnel of the Consultant staff. If the Consultant is a partnership, then in the event of the termination of the partnership, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 12.2 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 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,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 professional engineer prior to re-use of modified plans. 12.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent engineers or architects practicing under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 12.4 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. 12.5 Entire Agreement. This Agreement, including Task Orders, 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. 12.6 Disclosure of Interest. (Exhibit E)Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract. 12.7 Certificate of Interested Parties. (Exhibit F). Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 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 Page 9 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES BATH ENGINEERING\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES BATH.DOC (2) a person who actively participates in facilitating a contractor negotiating the terms of a contractwith 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 hftps:llwww.ethics.state.tK.ustwhatsnew/elf Info form1295.htrn. The form must then be printed, signed,notarized and filed with the City. For more information,please reviewthe Texas Ethics Commission Rules at hftps:/AAtww.ethimstate.tx.us/legal/ch46.html. 12.8 Conflict of Interest. Consultant agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at hftg://www,cctexas.co tgovernment/citv-secreta pL/conflict-disclosure/index 12.9 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. 12.10 Severabillty. 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. 12.11 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant-prepared Exhibit A,Scope of Services or in any other document prepared by Consultant and included herein, is in conflict with Articles I - XII of this Agreement (Articles) and/or an approved Task Order,the Articles and/or the Task Order shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI BAT ENGINEERING I Ste, Jeff H. Edmonds, P. E. Date William B. Stark, P. E. Date Director of Engineering Services Principal 5656 S. Staples Street, Suite 110 Corpus Christ!,TX 78411 APPROVED AS TO LEGAL FORM (361)992-2284 Office bstark@bathgroup.com Assistant City Attorney Date ATTEST Rebecca Huerta, City Secretary Page 10 Rev.17-9 KAENGINEERING DATAEXCHANGMVELMAPNSTREETPRFLIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 20181FACILITIES BATH ENGiNEERING\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES SATH.DOC Funding info is N/A at this time. Funding info will be provided upon execution of Task Order No. 1. Project Number N/A Accounting Unit N/A Account N/A Activity N/A Account Category N/A Fund Name N/A Page 11 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES BATH ENGINEERING\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES BATH.DOC EXHIBIT A SAMPLE TASK ORDER This Task Order pertains to a Master Services Agreement for Professional Services by and between City of Corpus Christi, Texas (City) and "Company Name" (Consultant) dated , 2018 (Agreement). Consultant shall perform services on the project described below as provided in this Task Order and in the Agreement. This Task Order shall not be binding until it has been properly signed by both parties. Upon execution, this Task Order shall supplement the Agreement as it pertains to the project described below. TASK ORDER NO.: PROJECT NAME: 1. PROJECT DESCRIPTION 2. SCOPE OF SERVICES 3. COMPENSATION This Task Order is approved and Consultant may proceed. All other terms and conditions of the Agreement remain in full force and effect. CITY OF CORPUS CHRISTI BATH ENGINEERING Jeff H. Edmonds, P. E. Date William B. Stark, P. E. Date Director of Engineering Services Principal 5656 S. Staples Street, Suite 110 Corpus Christi, TX 78411 (361) 992-2284 Office bstark@bathgroup.com Master Services Agreement EXHIBIT B CONSULTANT PROPOSAL Master Services Agreement Facilities Feasibility&Cost Proposal Letter December 04, 2017 City of Corpus Christi Mr. Jerry Shoemaker, PE Dana Espinal, MBA 1201 Leopard St. Corpus Christi, Tx 78401 Tel: 361-826-3500 Reference: Preliminary Engineering Facilities Feasibility& Cost Estimate Reports Dear Mr. Shoemaker& Mrs. Espinal, Bath Engineering Corp. is pleased to submit our services to provide Preliminary Engineering Facilities Feasibility & Cost Estimate Reports for the City of Corpus Christi. Bath Engineering understands that we will enter into a (1) One year Master Service Agreement with the City for an amount not to exceed $125,000. A list of task orders will be given to Bath Engineering which will include all of the facilities Bath Engineering will assess and provide a report for each facility that will follow the Cities "Report Format Requirements"outline provided by City from the November 30, 2017 Kick-Off meeting. Bath Engineering will provide a fee proposal for each task authorization which will be approved and authorized by the City. Bath Engineering Corp. is very pleased to offer our Engineering services (and any other required professional services) and is committed to provide the City of Corpus Christi the best possible services. Sincerely yours, Bath En ineering Corp. Willian Star , P.E. Principal BATH GROUP INC TEXAS FIRM REGISTRATION NO.F-829 5656 S.Staples St., Suite 110 • Corpus Christi,Texas 78411 • Phone 361/992-2284 • Fax 361/992-2287 EXHIBIT "B" Page 1 of 1 EXHIBIT B-1 CONFIDENTIAL RATE SCHEDULE Rate sheets are confidential pursuant to section 552.104 of the Texas Government Code since release of this information would give advantage to a competitor or bidder. In addition, section 552.110 of the TX Govt. Code protects third party commercial and financial information if release of the information would cause the third party substantial competitive harm. DOCUMENTATION OF PROVISIONAL/OVERHEAD RATES: Overhead rate documentation has been provided to the City of Corpus Christi and was utilized in reviewing and approving the loaded hourly rates below. PRINCIPAL(S): HOURLY RATE ($/hr) 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. Master Services Agreement EXHIBIT C PAYMENT REQUEST FORM COMPLETE PROJECT NAME Project No.XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Current Previous Total Remaining Percent Basic Services: Contract Amd No. 1 Amd No.2 Contract Invoice Invoice Invoice Balance Complete Preliminary Phase $1,000.00 $0.00 $0.00 $1,000.00 $0.00 $1,000.00 $1,000.00 $0.00 100.0% Design Phase $2,000.00 $1,000.00 $0.00 $3,000.00 $1,000.00 $500.00 $1,500.00 $1,500.00 50.0% Bid Phase $500.00 $0.00 $250.00 $750.00 $0.00 $0.00 $0.00 $750.00 0.0% Construction Phase $2,500.00 $0.00 $1,000.00 $3,500.00 $0.00 $0.00 $0.00 $3,500.00 0.0% Subtotal Basic Services $6,000.00 $1,000.00 $1,250.00 $8,250.00 $1,000.00 $1,500.00 $2,500.00 $5,750.00 30.3% Additional Services: Permitting $2,000.00 $0.00 $0.00 $2,000.00 $500.00 $0.00 $500.00 $1,500.00 25.0% Warranty Phase $0.00 $1,120.00 $0.00 $1,120.00 $0.00 $0.00 $0.00 $1,120.00 0.0% Inspection $0.00 $0.00 $1,627.00 $1,627.00 $0.00 $0.00 $0.00 $1,627.00 0.0% Platting Survey TBD TBD TBD TBD TBD TBD TBD TBD TBD O&M Manuals TBD TBD TBD TBD TBD TBD TBD TBD TBD SCADA TBD1 TBD1 TBD1 TBD TBD TBD TBD TBD TBD Subtotal Additional Services $2,000.001 $1,120.001 $1,627.001 $4,747.00 $500.001 $0.00 $500.00 $4,247.00 10.5% Summary of Fees: Basic Services Fees $6,000.00 $1,000.00 $1,250.00 $8,250.00 $1,000.00 $1,500.00 $2,500.00 $5,750.00 30.3% Additional Services Fees $2,000.00 $1,120.00 $1,627.00 $4,747.00 $500.00 $0.00 $500.00 $4,247.001 10.506 Total of Fees $8,000.00 $2,120.00 $2,877.00 $12,997.00 $1,500.00 $1,500.00 $3,000.00 1 $9,997.001 23.1% Notes: If needed,update this sample form based on the contract requirements. EXHIBIT"C" If applicable,refer to the contract for information on what to include with time and materials(T&M). Page 1 of 1 Master Services Agreement EXHIBIT D 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, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements PROFESSIONAL LIABILITY $1,000,000 Per Claim (Errors and Omissions) 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 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 Master Services Agreement 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. Master Services Agreement SUPPLIER NUMBER TO BE ASSIGNED BY-CM City Of PURCHASING DIVISION Corps EXHIBIT E Chfisuti CITY OF CORPUS CHRISTI DISCLOSURE OF WTEREST 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: Bath Group Ina. P.0.BOX: STREET ADDRESS: 5656 S. Staples#110 CITY:Corpus Christi ZIP: 7841.1 FIRM IS: 1. Corporation 2. Partnership 3. Sole Owner E] 4. Association 5. Other DISCLOSURE QUESTIONS If additional space is necessary,please use the reverse side of this page or attach.separate sheet. 1. State the namesof each"employee"of the City of Corpus Christi having an"ownership interest"constituting 3%or more of the ownership 111 the above named NameMA NJobA 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 ofthe ownership in the above named"firm." Name NA Title NA .................................... ...... ............................................... .......................... ................................................... .............................................. ............................................... ....................... ............................ ....................................................... ............................................... ................................. ............................. ................................................. 3. State the names of each"board member"of"fin."City of Corpus Christi having an"ownership interest"constituting 3%or f more of the ownership in the above named M.11 Name Board,Commission or Committee NA NA ............................... ................ .....................................................----............................................... ............................... ..............................................---......................................... ............................................................. .................................................. .........................................._-- ............................................................. ............................................ ..................................................----..........................................--.............................................- 4. State the names of each employee or officer of a"consultant"for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an"ownership interest''constituting 3%or more of the ownership in the above namcd-firm. Name 11cansultant NA .............................................. ............................................. .................. ...................................... ................................. ............................................. ....................................................... ............... .............................................----.................................................... ..................................... ............................................... ............................... .................. .................................----............ Master Services Agreement FILING REQUIREMUENTS 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 ffcial0remP'oyee that s d is gu'sh4 e f omthe effect substantial soentthereofyosh shall se that fact in a si ed writing to the City official,employee or body that has been requested to act nffimaft�rynlcssth intLstofthe City offal or employee in the matter is apparent. The disclosure shall also be made in a signed writing ngfiled with the City SecrErtary. [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: William B. Stark, P.E. Tide: Principal (Type or print) Signature of Certifying Date: I IF 0.01 Person: DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi,Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof c. "Employee." Any person employed by the City of Corpus Christi,Texas either on a full or part-time basis,but not as an independent contractor. d. "Firm." Any entity operated for economic gain,whether professional,industrial or commercial,and whether established to produce or deal with a product or service,including but not limited to,entities operated in the form of sole proprietorship, as self-employed person,partnership, corporation,joint stock company,joint venture,receivership or trust,and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor,members of the City Council,City Manager,Deputy City Manager,Assistant City Managers, Department and Division Heads,and Municipal Court Judges of the City of Corpus Christi,Texas. f "Ownership Interest." Legal or equitable interest,whether actually or constructively held,in a firm,including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trots,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. Master Services Agreement EXHIBIT F FORM 1295 CERTIFICATE OF INTERESTED PARTIES Master Services Agreement CERTIFICATE OF INTERESTED PARTIES FORM 1295 .1 Of I .......... 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 Gertiflicate Number: of business, 2017-289630 Bath Group Inc. Corpus Christi,TX United States Date Filed, 2 Name of governmental entity or state agen 1210112017 being filed. City of Corpus Christ,Engineering Department gate Acknowledged- 3 Provide the Identiftation number used by the governmental entity or to agency to track or identify the contract,and provide a description of the services,goods,or other prop"to be provided under the contract 18013E Consulting Engineering Services Nature of Interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) �ontrolh�ng intermediary [GarcGarcia,Javier El Paso,TX United States X Stark,William B. Corpus Christi,TX United States X ia.Javier 5 Check only it there Is NO Interested Party, 6 AFFIDAVIT I swear,or affirm.under penalty of perjury,that the above disclosure is true and correct, Tammy J Bain —tx My Comleelon Ex0res k F.C. -Vlgnature f authorized agent of contracting businessentity =i=021 ID No.1310021 IS ERE:] S AFFIX NOTARY STAMP I SEAL ABOVE Sworn to and subscribed before me,by the said this the day of 20_1:�)_to certify which,witness my hand and seal of office. rs gna e fticar arms provided by Texas Ethics Commission www.ethir-s.state,tx.us Version 16'1.0,3337 CITY OF CORPUS CHRISTI MASTER SERVICES AGREEMENT FOR PROFESSIONAL SERVICES Preliminary Engineering Facilities Feasibility and Cost Estimate Reports (Bond 2018) This Agreement is between 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 and Hanson Professional Services, Inc., a Texas Corporation, 4501 Gollihar Road, Corpus Christi, Texas 78411 (Consultant). TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I PROJECT TASK ORDER-------------------------------------------------------------------------------------2 ARTICLE II COMPENSATION-------------------------------------------------------------------------------------------------2 ARTICLE III QUALITY CONTROL PLAN .................................................................................4 ARTICLE IV INSURANCE REQUIREMENTS...........................................................................4 ARTICLE V INDEMNIFICATION----------------------------------------------------------------------------------------------4 ARTICLE VI TERM; RENEWALS; TIMES FOR RENDERING SERVICE.................................5 ARTICLE VII TERMINATION OF AGREEMENT .......................................................................5 ARTICLE VIII RIGHT OF REVIEW AND AUDIT.........................................................................6 ARTICLE IX OWNER REMEDIES --------------------------------------------------------------------------------------------6 ARTICLE X CONSULTANT REMEDIES----------------------------------------------------------------------------------7 ARTICLE XI CLAIMS AND DISPUTE RESOLUTION ...............................................................7 ARTICLE XII MISCELLANEOUS PROVISIONS........................................................................9 EXHIBITS Page 1 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES HANSON PROFESS IONAL\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES HANSON.DOC ARTICLE I — PROJECT TASK ORDER 1.1 This Agreement shall apply to as many tasks as City and Consultant agree will be performed under the terms and conditions of this Agreement. Each task Consultant performs for City hereunder shall be designated a Task Order. No Task Order shall be binding or enforceable unless and until it has been properly executed by both City and Consultant. Each properly executed Task Order shall become a separate supplemental agreement to this Agreement. 1.2 The Consultant shall provide its Scope of Services, to be included in each Task Order. 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 which would normally be required by law or common due diligence in accordance with the standard of care defined in Article XII of this Agreement. 1.3 Under this Agreement, Consultant will provide services on a Task Order basis for a range of services related to assisting Engineering Services with professional engineering, architecture and construction services related to execution of Capital Improvements Programs. All work will be subject to authorization from City. A detailed Scope of Services and fee estimate will be developed for each task prior to execution of work. 1.4 Consultant must complywith City standards, as specified in the Unified Development Code(UDC)or Code of Ordinances, as applicable, throughout the duration of the Project, unless specifically and explicitly excluded from doing so in the approved Task Order. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.5 Consultant must perform tasks and submit deliverables as detailed in each approved Task Order. 1.6 Consultant must provide all labor, equipment and transportation necessary to complete all services agreed to 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 the subconsultant and the percentage of work performed by the subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.7 Consultant must not begin work on any Task Order authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. 1.8 For design services, Consultant agrees to render the professional services necessaryforthe advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities, as defined and described in the City's General Conditions for Construction Contracts, an excerpt of which is attached as Exhibit G. ARTICLE II —COMPENSATION 2.1 The Compensation for all services included in this Agreement and in the Scope of Services for this Agreement shall not exceed $125,000. 2.2 The Consultant's fee for each Task Order will be on a lump sum or time and materials (T&M) basis with a negotiated not-to-exceed amount. The fees will not exceed those identified and will be full and total compensation for all services outlined in each Task Order,and for all expenses incurred in performing these services. Page 2 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES HANSON PROFESS IONAL\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES HANSON.DOC 2.3 Consultant shall submit a proposal to the City,which shall be incorporated into this agreement as Exhibit B, subject to approval by the City. 2.4 Consultant shall submit a Rate Schedule, shown in Exhibit B-1, with their proposal. The rate schedule shall remain 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. 2.5 Monthly invoices will be submitted in accordance with the Payment Request (Exhibit C). For T&M basis fees, Consultant shall submit documentation with the monthly invoice that shows who worked on the Project, the number of hours that each individual worked on the Project and reimbursables for that individual. 2.5.1 Principals may only bill at the hourly rate of Principals when acting in that capacity. Principals acting in the capacity of staff must bill at staff rates. The Consultant shall provide documentation with each payment request that clearly indicates how that individual's time is allocated and the justification for that allocation. 2.6 The anticipated fee structure under this agreement is as follows: DESCRIPTION NOT TO EXCEED AMOUNT Maximum Contract Amount $125,000.00 Task 1 —TBD TBD Task 2 —TBD TBD Task 3—TBD TBD Task 4 —TBD TBD Task 5—TBD TBD Task 6—TBD TBD 2.7 All services shall be performed and the applicable standard of professional care set forth herein and to City's satisfaction,which satisfaction shall be judged by the Director in his/her sole discretion. City shall not be liable for any payment under this Agreement for services which are unsatisfactory and which previously have not been approved by the Director. 2.8 In the event of any dispute(s)between the Parties regarding the amount properly compensable for any Task Order 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 provided in this Agreement in a timely manner and as required by the terms thereof, any such claim shall be waived. 2.9 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. 2.10 Any fee payable under this Agreement is subject to the availability of funds. The Consultant may be directed to suspend work pending receipt and appropriation of funds. Page 3 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES HANSON PROFESS IONAL\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES HANSON.DOC ARTICLE III —QUALITY CONTROL PLAN 3.1 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. 3.2 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 Opinion of Probable Cost(OPC) as needed. 3.3 Documents that do not meet City standards may be rejected. Consultant will not be compensated for having to resubmit documents. ARTICLE IV— INSURANCE REQUIREMENTS 4.1 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. 4.2 Insurance Requirements are shown in EXHIBIT D. ARTICLE V- 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. Page 4 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES HANSON PROFESS IONAL\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES HANSON.DOC ARTICLE VI —TERM; RENEWALS; TIMES FOR RENDERING SERVICE 6.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 6.2 This Agreement shall be applicable to Task Order issued hereunder from the Effective Date of the Agreement until project is complete. 6.3 This service shall be for a period of one (1)year beginning on the Effective Date. The Agreement may be WFitiRg prier to the expiratiGR date of the prier term. ARY reRewals -shall be at the same terims a;Ad plus aRy approved GhaRge&-. 6.4 The times for performing services or providing deliverables will be stated in each Task Order. If no times are so stated, Consultant will perform services and provide deliverables within a reasonable time. ARTICLE VII - TERMINATION OF AGREEMENT 7.1 By Consultant: 7.1.1 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. 7.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 7.2 By City: 7.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 7.2.2 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. 7.3 Termination Procedure 7.3.1 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. 7.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. Page 5 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES HANSON PROFESS IONAL\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES HANSON.DOC 7.3.3 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. 7.3.4 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 VIII — RIGHT OF REVIEW AND AUDIT 8.1 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 is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 8.2 "Consultant's records" include any and all information, materials and data of every kind and character generated as a result of the Work under this Agreement. 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,federal and state tax filings for issue in questions and any and all other agreements, sources of information and matters that may, in City's judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 8.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's records only during City'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 or former 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. 8.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE IX—OWNER REMEDIES 9.1 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: 9.1.1 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; 9.1.2 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. Page 6 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES HANSON PROFESS IONAL\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES HANSON.DOC 9.1.3 Losses are incurred because of defects, errors and 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 defects, errors and omissions in the documents. 9.2 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. 9.3 When the City incurs non-value added work costs for change orders due to design errors 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. 9.4 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. 9.5 The City may withhold or nullify the whole or part of any payment as detailed in Article II. ARTICLE X—CONSULTANT REMEDIES 10.1 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. 10.2 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XI —CLAIMS AND DISPUTE RESOLUTION 11.1 Filing of Claims 11.1.1 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. 11.1.2 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. 11.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 11.1.4 Within thirty(30)calendar days of receipt of notice and supporting documentation, City will meet to Page 7 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES HANSON PROFESS IONAL\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES HANSON.DOC 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 Alternative Dispute Resolution. 11.1.5 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. 11.2 Alternative Dispute Resolution 11.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 11.2.2 Before invoking mediation or any other alternative dispute resolution(ADR)process set forth herein, 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 any other ADR process. 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 ADR process contained herein. 11.2.3 Mediation 11.2.3.1 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. 11.2.3.2 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. 11.2.3.3 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. 11.2.3.4 The parties shall share the mediator's fee. Venue for any mediation or lawsuit arising under this Agreement 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. 11.3 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 in this Agreement. 11.4 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. Page 8 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES HANSON PROFESS IONAL\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES HANSON.DOC ARTICLE XII — MISCELLANEOUS PROVISIONS 12.1 Assignability. The Consultant will not assign, transfer or delegate any of its obligations or duties in this Agreement to any other person without the prior written consent of the City, except for routine duties delegated to personnel of the Consultant staff. If the Consultant is a partnership, then in the event of the termination of the partnership, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 12.2 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 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,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 professional engineer prior to re-use of modified plans. 12.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent engineers or architects practicing under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 12.4 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. 12.5 Entire Agreement. This Agreement, including Task Orders, 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. 12.6 Disclosure of Interest. (Exhibit E)Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract. 12.7 Certificate of Interested Parties. (Exhibit F). Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 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 Page 9 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES HANSON PROFESS IONAL\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES HANSON.DOC (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 hftps://www.ethics.state.tx.us/whatsnew/elf—info—forml295.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. 12.8 Conflict of Interest. Consultant agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index 12.9 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. 12.10 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, impairor 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. 12.11 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant-prepared Exhibit A, Scope of Services or in any other document prepared by Consultant and included herein, is in conflict with Articles I - XII of this Agreement (Articles) and/or an approved Task Order, the Articles and/or the Task Order shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI HAN N PROFESSPNAL SERVICES, INC. JWZA4711, ��2/07/2017 Jeff H. Edmonds, P. E. Date Gra t A. Jack , P. E. Date Director of Engineering Services Vice President 4501 Gollihar Road Corpus Christi, TX 78411 APPROVED AS TO LEGAL FORM (361) 814-9900 Office gjackson@hanson-inc.com Assistant City Attorney Date ATTEST Rebecca Huerta, City Secretary Page 10 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES HANSON PROFESS IONAL\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES HANSON.DOC Funding info is N/A at this time. Funding info will be provided upon execution of Task Order No. 1. Project Number N/A Accounting Unit N/A Account N/A Activity N/A Account Category N/A Fund Name N/A Page 11 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES HANSON PROFESS IONAL\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES HANSON.DOC EXHIBIT A SAMPLE TASK ORDER This Task Order pertains to a Master Services Agreement for Professional Services by and between City of Corpus Christi, Texas (City) and "Company Name" (Consultant) dated , 2018 (Agreement). Consultant shall perform services on the project described below as provided in this Task Order and in the Agreement. This Task Order shall not be binding until it has been properly signed by both parties. Upon execution, this Task Order shall supplement the Agreement as it pertains to the project described below. TASK ORDER NO.: PROJECT NAME: 1. PROJECT DESCRIPTION 2. SCOPE OF SERVICES 3. COMPENSATION This Task Order is approved and Consultant may proceed. All other terms and conditions of the Agreement remain in full force and effect. CITY OF CORPUS CHRISTI HANSON PROFESSIONAL SERVICES, INC. Jeff H. Edmonds, P. E. Date Grant A. Jackson, P. E. Date Director of Engineering Services Vice President 4501 Gollihar Road Corpus Christi, TX 78411 (361) 814-9900 Office gjackson@hanson-inc.com Master Services Agreement EXHIBIT B CONSULTANT PROPOSAL Master Services Agreement Kansan Professional Services Inc. HANSON 4501 Gollihar Road Carpus Christi,TX 78411 Engineering Planning Allied Services '.,. (361)814-9900 Fax:(361)814-4401 www.hanson-inc.com December 4, 2017 Mr. Jeff Edmonds, P.E. Director of Capital Programs City of Corpus Christi P.O. Box 9277 Corpus Christi, Texas 78469-9277 Re: City of Corpus Christi Project No. 18039A—CCPD Headquarters Roof Replacement and Upgrades (Facilities Feasibility Assessment) Dear Mr. Edmonds: Hanson Professional Services, Inc. (Hanson) is pleased to submit this proposal to provide engineering, architectural and related services for the facilities feasibility assessment, including the above referenced project. We propose to furnish personnel and support equipment for these assessments. Hanson is registered as an engineering firm and as an architectural business entity and employ licensed professional engineers and registered architects qualified to perform these services. We understand that the work will be performed under a master services agreement, with a maximum fee of$125,000.00 and that individual tasks will be identified in various task orders, outlining the specific scope and associated fee. For the The work will be performed in accordance with Hanson's 2016 Consulting Rate Schedule, a copy of which is attached. Any work items not covered by this schedule will be charged at cost plus a ten percent (10%) markup. We appreciate being considered for this project and look forward to working with you. Please contact me if you have any questions or if we can provide any additional information. Sincerely, HANSON PROFESSIONAL SERVICES INC. Grant A. Jackson, P.E. Vice President Enclosure cc: Dana Espinal, Manager, Facilities Contracts I:\17jobs\17L0173\Admin\03-Proposal\_Facilities_Selection\FacilitiesFeasibilityProposal.docx EXHIBIT "B" Page 1 of 1 EXHIBIT B-1 CONFIDENTIAL RATE SCHEDULE Rate sheets are confidential pursuant to section 552.104 of the Texas Government Code since release of this information would give advantage to a competitor or bidder. In addition, section 552.110 of the TX Govt. Code protects third party commercial and financial information if release of the information would cause the third party substantial competitive harm. DOCUMENTATION OF PROVISIONAL/OVERHEAD RATES: Overhead rate documentation has been provided to the City of Corpus Christi and was utilized in reviewing and approving the loaded hourly rates below. PRINCIPAL(S): HOURLY RATE ($/hr) 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. Master Services Agreement EXHIBIT C PAYMENT REQUEST FORM COMPLETE PROJECT NAME Project No.XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Current Previous Total Remaining Percent Basic Services: Contract Amd No. 1 Amd No.2 Contract Invoice Invoice Invoice Balance Complete Preliminary Phase $1,000.00 $0.00 $0.00 $1,000.00 $0.00 $1,000.00 $1,000.00 $0.00 100.0% Design Phase $2,000.00 $1,000.00 $0.00 $3,000.00 $1,000.00 $500.00 $1,500.00 $1,500.00 50.0% Bid Phase $500.00 $0.00 $250.00 $750.00 $0.00 $0.00 $0.00 $750.00 0.0% Construction Phase $2,500.00 $0.00 $1,000.00 $3,500.00 $0.00 $0.00 $0.00 $3,500.00 0.0% Subtotal Basic Services $6,000.00 $1,000.00 $1,250.00 $8,250.00 $1,000.00 $1,500.00 $2,500.00 $5,750.00 30.3% Additional Services: Permitting $2,000.00 $0.00 $0.00 $2,000.00 $500.00 $0.00 $500.00 $1,500.00 25.0% Warranty Phase $0.00 $1,120.00 $0.00 $1,120.00 $0.00 $0.00 $0.00 $1,120.00 0.0% Inspection $0.00 $0.00 $1,627.00 $1,627.00 $0.00 $0.00 $0.00 $1,627.00 0.0% Platting Survey TBD TBD TBD TBD TBD TBD TBD TBD TBD O&M Manuals TBD TBD TBD TBD TBD TBD TBD TBD TBD SCADA TBD1 TBD1 TBD1 TBD TBD TBD TBD TBD TBD Subtotal Additional Services $2,000.001 $1,120.001 $1,627.001 $4,747.00 $500.001 $0.00 $500.00 $4,247.00 10.5% Summary of Fees: Basic Services Fees $6,000.00 $1,000.00 $1,250.00 $8,250.00 $1,000.00 $1,500.00 $2,500.00 $5,750.00 30.3% Additional Services Fees $2,000.00 $1,120.00 $1,627.00 $4,747.00 $500.00 $0.00 $500.00 $4,247.001 10.506 Total of Fees $8,000.00 $2,120.00 $2,877.00 $12,997.00 $1,500.00 $1,500.00 $3,000.00 1 $9,997.001 23.1% Notes: If needed,update this sample form based on the contract requirements. EXHIBIT"C" If applicable,refer to the contract for information on what to include with time and materials(T&M). Page 1 of 1 Master Services Agreement EXHIBIT D 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, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements PROFESSIONAL LIABILITY $1,000,000 Per Claim (Errors and Omissions) 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 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 Master Services Agreement 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. Master Services Agreement ridl*zl -- SUPPLIER NUMBER TO BE ASSIGNED BY CITY PURCHASING DIVISION City of Corpus EXHIBIT E 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: Hanson Professional Services Inc. P. O.BOX: STREET ADDRESS: 4501 Gollihar Road CITY: Corpus Christi ZIP: 78411- FIRM IS: I. Corporation ® 2. Partnership ❑ 3. Sole Owner E]4. Association 5. Other DISCLOSURE QUESTIONS If additional space is necessary,please use the reverse side of this page or attach separate sheet. 1. State the names of each"employee"of the City of Corpus Christi having an"ownership interest"constituting 3%or more of the ownership in the above named"firm." Name Job Title and City Department(if known) N/A 2. State the names of each"official"of the City of Corpus Christi having an"ownership interest"constituting 3%or more of the ownership in the above named"firm." Name Title N/A 3. State the names of each"board member" of the City of Corpus Christi having an"ownership interest" constituting 3% or more of the ownership in the above named"firm." Name Board, Commission or Committee N/A 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an"ownership interest"constituting 3%or more of the ownership in the above named"firm." Name Consultant N/A Master Services Agreement 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: Grant A. Jackson Title: Vice President (Type or Print) Signature of Certifying Date: AMj44__ December 4, 2017 Person: DEFINITIONS a. `Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi,Texas either on a full or part-time basis,but not as an independent contractor. d. "Firm." Any entity operated for economic gain,whether professional,industrial or commercial,and whether established to produce or deal with a product or service,including but not limited to,entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation,joint stock company,joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor,members of the City Council, City Manager,Deputy City Manager,Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f "Ownership Interest." Legal or equitable interest,whether actually or constructively held,in a firm,including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts,proxies, or special terms of venture or partnership agreements.,, g. "Consultant." Any person or firm, such as engineers and architects,hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. Master Services Agreement EXHIBIT F FORM 1295 CERTIFICATE OF INTERESTED PARTIES Master Services Agreement CERTIFICATE OF INTERESTED PARTIES FORM 129rJ 1of2 7-7 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. 2017-290959 Hanson Professional Services Inc. Springfield, IL United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 12/06/2017 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. 18032J Professional Services—Frost Bank Building-Mechanical, Electrical and Fire Alarm Upgrades 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Pecori,Sergio Springfield, IL United States X Ball,Jeffery Dawson, IL United States X Keim,Jo Ellen New Berlin, IL United States X Bowen,Jeffery Jacksonville, FL United States X Snowden,Charles Ponte Verdra, FL United States X Whalen, Daniel Bloomington, IL United States X Messmore,James Wheaton, IL United States X Biggs, Mina Springfield, IL United States X Hollahan, Dennis Springfield, IL United States X Loos, Lucinda Edwards, IL United States X Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.3337 CERTIFICATE OF INTERESTED PARTIES FORM 3.295 2of2 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. 2017-290959 Hanson Professional Services Inc. Springfield, IL United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 12/06/2017 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. 18032J Professional Services—Frost Bank Building-Mechanical, Electrical and Fire Alarm Upgrades Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary 5 Check only if there is NO Interested Party. 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. JUNE A. FIEBIC r Notary Public,State of Texas N ��= My Commission Expires � 7 „g;,,.• March 21, 2018 $,g ature of th ¢ d ag nt of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE Sworn to and subscribed before me,b the said :°�,°�,7J' A J 'j " J �1 ^ y t" �� T";°�.°�.J /��/�.:��"�" /°�,��,this the day of , 20_LZ_,to certify which,witness my hand and seal of office. 0 � r �_ 110 LSignature of officer administering o t Printed name of officer administering oath Title of officer adininistering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.3337 CITY OF CORPUS CHRISTI MASTER SERVICES AGREEMENT FOR PROFESSIONAL SERVICES Preliminary Engineering Facilities Feasibility and Cost Estimate Reports (Bond 2018) This Agreement is between 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 and LNV, Inc., a Texas Corporation, 801 Navigation, Suite 300, Corpus Christi, Texas 78408 (Consultant). TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I PROJECT TASK ORDER-------------------------------------------------------------------------------------2 ARTICLE II COMPENSATION-------------------------------------------------------------------------------------------------2 ARTICLE III QUALITY CONTROL PLAN .................................................................................4 ARTICLE IV INSURANCE REQUIREMENTS...........................................................................4 ARTICLE V INDEMNIFICATION----------------------------------------------------------------------------------------------4 ARTICLE VI TERM; RENEWALS; TIMES FOR RENDERING SERVICE.................................5 ARTICLE VII TERMINATION OF AGREEMENT .......................................................................5 ARTICLE VIII RIGHT OF REVIEW AND AUDIT.........................................................................6 ARTICLE IX OWNER REMEDIES --------------------------------------------------------------------------------------------6 ARTICLE X CONSULTANT REMEDIES----------------------------------------------------------------------------------7 ARTICLE XI CLAIMS AND DISPUTE RESOLUTION ...............................................................7 ARTICLE XII MISCELLANEOUS PROVISIONS........................................................................9 EXHIBITS Page 1 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES LNV\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES LNV.DOC ARTICLE I — PROJECT TASK ORDER 1.1 This Agreement shall apply to as many tasks as City and Consultant agree will be performed under the terms and conditions of this Agreement. Each task Consultant performs for City hereunder shall be designated a Task Order. No Task Order shall be binding or enforceable unless and until it has been properly executed by both City and Consultant. Each properly executed Task Order shall become a separate supplemental agreement to this Agreement. 1.2 The Consultant shall provide its Scope of Services, to be included in each Task Order. 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 which would normally be required by law or common due diligence in accordance with the standard of care defined in Article XII of this Agreement. 1.3 Under this Agreement, Consultant will provide services on a Task Order basis for a range of services related to assisting Engineering Services with professional engineering, architecture and construction services related to execution of Capital Improvements Programs. All work will be subject to authorization from City. A detailed Scope of Services and fee estimate will be developed for each task prior to execution of work. 1.4 Consultant must complywith City standards, as specified in the Unified Development Code(UDC)or Code of Ordinances, as applicable, throughout the duration of the Project, unless specifically and explicitly excluded from doing so in the approved Task Order. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.5 Consultant must perform tasks and submit deliverables as detailed in each approved Task Order. 1.6 Consultant must provide all labor, equipment and transportation necessary to complete all services agreed to 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 the subconsultant and the percentage of work performed by the subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.7 Consultant must not begin work on any Task Order authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. 1.8 For design services, Consultant agrees to render the professional services necessaryforthe advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities, as defined and described in the City's General Conditions for Construction Contracts, an excerpt of which is attached as Exhibit G. ARTICLE II —COMPENSATION 2.1 The Compensation for all services included in this Agreement and in the Scope of Services for this Agreement shall not exceed $125,000. 2.2 The Consultant's fee for each Task Order will be on a lump sum or time and materials (T&M) basis with a negotiated not-to-exceed amount. The fees will not exceed those identified and will be full and total compensation for all services outlined in each Task Order,and for all expenses incurred in performing these services. Page 2 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES LNV\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES LNV.DOC 2.3 Consultant shall submit a proposal to the City,which shall be incorporated into this agreement as Exhibit B, subject to approval by the City. 2.4 Consultant shall submit a Rate Schedule, shown in Exhibit B-1, with their proposal. The rate schedule shall remain 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. 2.5 Monthly invoices will be submitted in accordance with the Payment Request (Exhibit C). For T&M basis fees, Consultant shall submit documentation with the monthly invoice that shows who worked on the Project, the number of hours that each individual worked on the Project and reimbursables for that individual. 2.5.1 Principals may only bill at the hourly rate of Principals when acting in that capacity. Principals acting in the capacity of staff must bill at staff rates. The Consultant shall provide documentation with each payment request that clearly indicates how that individual's time is allocated and the justification for that allocation. 2.6 The anticipated fee structure under this agreement is as follows: DESCRIPTION NOT TO EXCEED AMOUNT Maximum Contract Amount $125,000.00 Task 1 —TBD TBD Task 2 —TBD TBD Task 3—TBD TBD Task 4 —TBD TBD Task 5—TBD TBD Task 6—TBD TBD 2.7 All services shall be performed and the applicable standard of professional care set forth herein and to City's satisfaction,which satisfaction shall be judged by the Director in his/her sole discretion. City shall not be liable for any payment under this Agreement for services which are unsatisfactory and which previously have not been approved by the Director. 2.8 In the event of any dispute(s)between the Parties regarding the amount properly compensable for any Task Order 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 provided in this Agreement in a timely manner and as required by the terms thereof, any such claim shall be waived. 2.9 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. 2.10 Any fee payable under this Agreement is subject to the availability of funds. The Consultant may be directed to suspend work pending receipt and appropriation of funds. Page 3 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES LNV\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES LNV.DOC ARTICLE III —QUALITY CONTROL PLAN 3.1 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. 3.2 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 Opinion of Probable Cost(OPC) as needed. 3.3 Documents that do not meet City standards may be rejected. Consultant will not be compensated for having to resubmit documents. ARTICLE IV— INSURANCE REQUIREMENTS 4.1 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. 4.2 Insurance Requirements are shown in EXHIBIT D. ARTICLE V- 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. Page 4 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES LNV\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES LNV.DOC ARTICLE VI —TERM; RENEWALS; TIMES FOR RENDERING SERVICE 6.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 6.2 This Agreement shall be applicable to Task Order issued hereunder from the Effective Date of the Agreement until project is complete. 6.3 This service shall be for a period of one (1)year beginning on the Effective Date. The Agreement may be WFitiRg prier to the expiratiGR date of the prier term. ARY reRewals -shall be at the same terims a;Ad plus aRy approved GhaRge&-. 6.4 The times for performing services or providing deliverables will be stated in each Task Order. If no times are so stated, Consultant will perform services and provide deliverables within a reasonable time. ARTICLE VII - TERMINATION OF AGREEMENT 7.1 By Consultant: 7.1.1 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. 7.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 7.2 By City: 7.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 7.2.2 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. 7.3 Termination Procedure 7.3.1 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. 7.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. Page 5 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES LNV\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES LNV.DOC 7.3.3 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. 7.3.4 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 VIII — RIGHT OF REVIEW AND AUDIT 8.1 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 is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 8.2 "Consultant's records" include any and all information, materials and data of every kind and character generated as a result of the Work under this Agreement. 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,federal and state tax filings for issue in questions and any and all other agreements, sources of information and matters that may, in City's judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 8.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's records only during City'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 or former 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. 8.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE IX—OWNER REMEDIES 9.1 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: 9.1.1 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; 9.1.2 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. Page 6 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES LNV\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES LNV.DOC 9.1.3 Losses are incurred because of defects, errors and 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 defects, errors and omissions in the documents. 9.2 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. 9.3 When the City incurs non-value added work costs for change orders due to design errors 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. 9.4 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. 9.5 The City may withhold or nullify the whole or part of any payment as detailed in Article II. ARTICLE X—CONSULTANT REMEDIES 10.1 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. 10.2 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XI —CLAIMS AND DISPUTE RESOLUTION 11.1 Filing of Claims 11.1.1 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. 11.1.2 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. 11.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 11.1.4 Within thirty(30)calendar days of receipt of notice and supporting documentation, City will meet to Page 7 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES LNV\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES LNV.DOC 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 Alternative Dispute Resolution. 11.1.5 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. 11.2 Alternative Dispute Resolution 11.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 11.2.2 Before invoking mediation or any other alternative dispute resolution(ADR)process set forth herein, 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 any other ADR process. 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 ADR process contained herein. 11.2.3 Mediation 11.2.3.1 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. 11.2.3.2 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. 11.2.3.3 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. 11.2.3.4 The parties shall share the mediator's fee. Venue for any mediation or lawsuit arising under this Agreement 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. 11.3 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 in this Agreement. 11.4 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. Page 8 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES LNV\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES LNV.DOC ARTICLE XII — MISCELLANEOUS PROVISIONS 12.1 Assignability. The Consultant will not assign, transfer or delegate any of its obligations or duties in this Agreement to any other person without the prior written consent of the City, except for routine duties delegated to personnel of the Consultant staff. If the Consultant is a partnership, then in the event of the termination of the partnership, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 12.2 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 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,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 professional engineer prior to re-use of modified plans. 12.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent engineers or architects practicing under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 12.4 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. 12.5 Entire Agreement. This Agreement, including Task Orders, 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. 12.6 Disclosure of Interest. (Exhibit E)Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract. 12.7 Certificate of Interested Parties. (Exhibit F). Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 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 Page 9 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES LNV\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES LNV.DOC (2) a person who actively participates in facilitating a contract or negotiating the terms of a contractwith 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_forml295.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 hftps://www.ethics.state.tx.us/legaI/ch46.htm1. 12.8 Conflict of Interest. Consultant agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http:// .ectexas.com/govern ent/city-secretary/conflict-disclosure/index 12.9 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. 12.10 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. 12.11 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant-prepared Exhibit A, Scope of Services or in any other document prepared by Consultant and included herein, is in conflict with Articles I - XII of this Agreement (Articles) and/or an approved Task Order,the Articles and/or the Task Order shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI LNV, IN . Jeff H. Edmonds, P. E. Date er, P. E. Date Director of Engineering Services President 801 Navigation, Suite 300 Corpus Christi, TX 78408 APPROVED AS TO LEGAL FORM (361)883-1984 Office (361)883-1986 Fax danl@lnvinc.com Assistant City Attorney Date ATTEST Rebecca Huerta, City Secretary Page 10 Rev. 17-9 K:ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2096\FACILITIES LNM201"907 MASTER SERVICES AGREEMENT-PROFESSIONAL SEWCES LNV,DOC Funding info is N/A at this time. Funding info will be provided upon execution of Task Order No. 1. Project Number N/A Accounting Unit N/A Account N/A Activity N/A Account Category N/A Fund Name N/A Page 11 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\FACILITIES LNV\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES LNV.DOC EXHIBIT A SAMPLE TASK ORDER This Task Order pertains to a Master Services Agreement for Professional Services by and between City of Corpus Christi, Texas (City) and "Company Name" (Consultant) dated , 2018 (Agreement). Consultant shall perform services on the project described below as provided in this Task Order and in the Agreement. This Task Order shall not be binding until it has been properly signed by both parties. Upon execution, this Task Order shall supplement the Agreement as it pertains to the project described below. TASK ORDER NO.: PROJECT NAME: 1. PROJECT DESCRIPTION 2. SCOPE OF SERVICES 3. COMPENSATION This Task Order is approved and Consultant may proceed. All other terms and conditions of the Agreement remain in full force and effect. CITY OF CORPUS CHRISTI LNV, INC. Jeff H. Edmonds, P. E. Date Dan S. Leyendecker, P. E. Date Director of Engineering Services President 801 Navigation, Suite 300 Corpus Christi, TX 78408 (361) 883-1984 Office (361) 883-1986 Fax danl@lnvinc.com Master Services Agreement EXHIBIT B CONSULTANT PROPOSAL Master Services Agreement LNV SOLUTIONS TODAY WITH engineers n architects I surveyors A VISION FOR TOMORROW December 4, 2017 City of Corpus Christi Engineering Department 1201 Leopard St. Corpus Christi,Texas 78469 Attn: Mr.Jeffrey Edmonds,P.E. Director of Engineering Services RE: City of Corpus Christi RFQ No. 2017-03: Part C-Facilities Feasibility and Building Design City Project 18037D LNV Project 170207 Dear Mr. Edmonds, LNV is pleased to submit this proposal to provide the necessary architectural and engineering services for the project referenced above. We understand that we have been selected through our response to the cities RFQ No.2017-03 - Part C—Facilities Feasibility and Building Design. We also understand that we will enter into a Master Service Agreement with the city of Corpus Christi for a not-to-exceed amount of $125,000.00. Requested additional services beyond this proposed amount will be billed at an hourly rate. (Please see attached). We appreciate the opportunity to assist you in this matter. If you have any questions, please feel free to call me at(361) 883-1984 or e-mail me at cfors, the Invinc.cam, Sincerely, LNV engineers I architects I surveyors TBPE Firm F-36 Dan Leyen ecker, P.E. President/C.E.O. EXHIBIT "B" Page 1 of 1 EXHIBIT B-1 CONFIDENTIAL RATE SCHEDULE Rate sheets are confidential pursuant to section 552.104 of the Texas Government Code since release of this information would give advantage to a competitor or bidder. In addition, section 552.110 of the TX Govt. Code protects third party commercial and financial information if release of the information would cause the third party substantial competitive harm. DOCUMENTATION OF PROVISIONAL/OVERHEAD RATES: Overhead rate documentation has been provided to the City of Corpus Christi and was utilized in reviewing and approving the loaded hourly rates below. PRINCIPAL(S): HOURLY RATE ($/hr) 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. Master Services Agreement EXHIBIT C PAYMENT REQUEST FORM COMPLETE PROJECT NAME Project No.XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Current Previous Total Remaining Percent Basic Services: Contract Amd No. 1 Amd No.2 Contract Invoice Invoice Invoice Balance Complete Preliminary Phase $1,000.00 $0.00 $0.00 $1,000.00 $0.00 $1,000.00 $1,000.00 $0.00 100.0% Design Phase $2,000.00 $1,000.00 $0.00 $3,000.00 $1,000.00 $500.00 $1,500.00 $1,500.00 50.0% Bid Phase $500.00 $0.00 $250.00 $750.00 $0.00 $0.00 $0.00 $750.00 0.0% Construction Phase $2,500.00 $0.00 $1,000.00 $3,500.00 $0.00 $0.00 $0.00 $3,500.00 0.0% Subtotal Basic Services $6,000.00 $1,000.00 $1,250.00 $8,250.00 $1,000.00 $1,500.00 $2,500.00 $5,750.00 30.3% Additional Services: Permitting $2,000.00 $0.00 $0.00 $2,000.00 $500.00 $0.00 $500.00 $1,500.00 25.0% Warranty Phase $0.00 $1,120.00 $0.00 $1,120.00 $0.00 $0.00 $0.00 $1,120.00 0.0% Inspection $0.00 $0.00 $1,627.00 $1,627.00 $0.00 $0.00 $0.00 $1,627.00 0.0% Platting Survey TBD TBD TBD TBD TBD TBD TBD TBD TBD O&M Manuals TBD TBD TBD TBD TBD TBD TBD TBD TBD SCADA TBD1 TBD1 TBD1 TBD TBD TBD TBD TBD TBD Subtotal Additional Services $2,000.001 $1,120.001 $1,627.001 $4,747.00 $500.001 $0.00 $500.00 $4,247.00 10.5% Summary of Fees: Basic Services Fees $6,000.00 $1,000.00 $1,250.00 $8,250.00 $1,000.00 $1,500.00 $2,500.00 $5,750.00 30.3% Additional Services Fees $2,000.00 $1,120.00 $1,627.00 $4,747.00 $500.00 $0.00 $500.00 $4,247.001 10.506 Total of Fees $8,000.00 $2,120.00 $2,877.00 $12,997.00 $1,500.00 $1,500.00 $3,000.00 1 $9,997.001 23.1% Notes: If needed,update this sample form based on the contract requirements. EXHIBIT"C" If applicable,refer to the contract for information on what to include with time and materials(T&M). Page 1 of 1 Master Services Agreement EXHIBIT D 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, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements PROFESSIONAL LIABILITY $1,000,000 Per Claim (Errors and Omissions) 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 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 Master Services Agreement 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. Master Services Agreement G::� SUPPLIER NUMBER TO BE ASSIGNED BY L rY City Of PURCHASING DIVISION Corpus EXHIBIT E Christi CITY OF CORPUS CHRISTI DISCLOSRE 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: LNV,Inc. P.O. BOX: STREET ADDRESS: 801 Navigation, Suite 300 CITY: Corpus Christi ZIP: 78408 FIRM IS: 1. Corporation 2. Partnership 3 Sole Owner 4. Association 5. Other DISCLOSURE QUESTIONS If additional space is necessary,please use the reverse side of this page or attach separate sheet. 1. State the names of each"employee"of the City of Corpus Christi having an"ownership interest"constituting 3%or more of the ownership in the above named"firm." Name Job Title and City Department(if known) 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®"0 or more of the ownership in the above named"firm" Name Board,Commission or Committee N/A 4. State the names of each employee or officer of a"consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an"ownership interest"constituting 3%or more of the ownership in the above named"firm." Name Consultant N/A Master Services Agreement 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 hasbeen requested to act to 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: Robert M.Viera Title: Sr. Vice President (Type or Print) Signature of Certifying J. Date: November 30, 2017 Person: DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi,Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi,Texas either on a full or part-time basis,but not as an independent contractor. d. "Firm." Any entity operated for economic gain,whether professional,industrial or commercial,and whether established to produce or deal with a product or service,including but not limited to,entities operated in the form of sole proprietorship, as self-employed person, partnership, corporation,joint stock company,joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Oficial." 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. Master Services Agreement EXHIBIT F FORM 1295 CERTIFICATE OF INTERESTED PARTIES Master Services Agreement CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 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. 2017-289159 LNV, Inc. Corpus Christi,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 11/30/2017 being filed. City of Corpus Christi,Texas 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. #18037D Professional engineering,architectural,and/or surveying services. Nature of interest 4 Name of Interested Party City,State,Country(Place of business) (check applicable) Controlling Intermediary Leyendecker, Dan Corpus Christi,TX United States X Naiser,Derek San Antonio,TX United States X Viera, Robert Corpus Christi,TX United States X Trejo,Eric Corpus Christi,TX United States X Burton,W.Logan Corpus Christi,TX United States X Sanderfer,Byron San Antonio,TX United States X Naiser, Marcus Austin,TX United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear,or affirm,under penalty of perjury that the above disclosure is true and correct. g :►g:P4JESSICA RODRIGUEZ = Notary Public,State of Texas r �= My Commission Expires August 19, 2019 lzevd Signature of authorized agent of/contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE �� "� �A �n��o Sworn to and subscribed before me,by the said11171Ci/ii lYl Y�c.tYfr this the v day of 20j ,to certify which,witness my hand and seal of office. j&VE 7/ EU igna r of officer administeXng Printed name of officer administering oath Title of officer administering oath Forms provid y Texas Ethics Commission www.ethics.state.tx.us Version V1.0.3337 BOND 2018 DRAFT PROPOSITION 1 -STREETS # STREETS(ARTERIAL AND COLLECTORS) LIMITS DISTRICT COST CUMULATIVE DISTRICT 1 1 LEOPARD ST PALM DR NUECES BAY BLVD 1 $ 3,100,000 2 CALALLEN DR RED BIRD LN BURNING TREE LN 1 $ 1,100,000 3 CALLICOATTE RD UP RIVER RD IH 37 1 $ 900,000 4 BEACH AVE DEAD END AT GULFBREEZE BLVD E CAUSEWAY BLVD 1 $ 800,000 5 NORTH BEACH ACCESS MGMNT INITIATIVE LIMITS(TBD-pending ongoing study) 1 $ 2,000,000 $ 7,900,000 $ 7,900,000 DISTRICT 2 5 S STAPLES ST KOSTORYZ RD BALDWIN BLVD 2 $ 6,500,000 6 BRAWNER PKWY KOSTORYZ RD CARROLL LN 2 $ 3,000,000 7 SWANTNER DR TEXAN TR INDIANA AVE 2 $ 2,500,000 $ 12,000,000 $ 19,900,000 DISTRICT 3 9 EVERHART RD S PADRE ISLAND DR HOLLY RD 3 $ 5,300,000 10 GOLLIHAR RD CROSSTOWN EXPWY GREENWOOD DR 3 $ 3,750,000 11 FRIO ST/HACALA ST/DORADO ST CORRIDOR GREENWOOD DR MARTIN ST 3 $ 1,600,000 $ 10,650,000 $ 30,550,000 DISTRICT 4 12 LAGUNA SHORES RD S PADRE ISLAND DR GRAHAM RD 4 $ 2,100,000 13 LAGUNA SHORES RD HUSTUN'HORNET DR CARIBBEAN DR 4 $ 2,800,000 14 HOLLY RD PAUL JONES AVE RODD FIELD RD 4 $ 3,000,000 $ 7,900,000 $ 38,450,000 DISTRICT 5 15 SLOUGH RD RODD FIELD RD EAST TO DEAD END 5 $ 2,100,000 16 LIPES BLVD YORKTOWN BLVD STAPLES ST 5 $ 2,900,000 17 WOOLDRIDGE RD CASCADE DR EVERHART RD 5 $ 1,700,000 18 STRASBOURG DR RIOM ST MARSEILLE DR 5 $ 1,500,000 $ 8,200,000 $ 46,650,000 CITYWIDE ONGOING PROJECTS 19 TXDOT PARTICIPATION/TRAFFIC CONGESTION MGMNT $ 1,250,000 20 TRAFFIC SIGNAL IMPROVEMENTS $ 1,000,000 21 STREET LIGHTING IMPROVEMENTS $ 500,000 22 ALTERNATIVE MOBILITY(CITY MATCH) $ 250,000 23 ADA IMPROVEMENTS(SPMP) $ 2,350,000 $ 5,350,000 $ 52,000,000 PROPOSITION 1 TOTAL $ 52,000,000 PROPOSITION 2-ADDITIONAL STREETS # STREETS(ARTERIAL AND COLLECTORS) LIMITS DISTRICT COST CUMULATIVE DISTRICT 1 1 DOWNTOWN MGMNT DISTRICT IMPROVEMENTS TBD-Ongoing TIRZ No.3 study 1 $ 1,500,000 2 N.LEXINGTON BLVD LEOPARD ST HOPKINS RD 1 $ 2,500,000 $ 4,000,000 $ 4,000,000 DISTRICT 2 3 EVERHART RD S PADRE ISLAND DR MCARDLE RD 2 $ 1,250,000 4 ALAMEDA ST CHAMBERLAIN ST LOUISIANA ST 2 $ 2,500,000 $ 3,750,000 $ 7,750,000 DISTRICT 3 5 MCARDLE RD KOSTORYZ RD CARROL LN 3 $ 1,225,000 6 CASTENON ST TROJAN DR DELGADO ST 3 $ 1,000,000 7 JUNIOR BECK DR BEAR LN DEAD END 3 $ 1,500,000 $ 3,725,000 $ 11,475,000 DISTRICT 4 8 PADRE ISLAND ACCESS MGMNT INITIATIVES TBD-Ongoing MPO/City Accss Mgt Study 4 $ 1,500,000 9 AIRLINE RD S PADRE ISLAND DR MCARDLE RD 4 $ 2,100,000 10 LAGUNA SHORES RD MEDITERRANEAN DR WYNDALE ST 4 $ 2,875,000 $ 6,475,000 $ 17,950,000 DISTRICT 5 11 SOUTH OSO PKWY S STAPLES ST S OSO PKWY 5 $ 450,000 12 LONG MEADOW DR ST ANDREWS DR HUNT DR 5 $ 1,600,000 $ 2,050,000 $ 20,000,000 ALL DISTRICTS 13 DEVELOPER PARTICIPATION All $ 2,000,000 $ 2,000,000 $ 22,000,000 PROPOSITION 2 TOTAL Is 22,000,000 PROPOSITION 3-PUBLIC SAFETY,&FACILITIES 1 POLICE DEPT COMMUNICATION SYSTEM UPGRADE $ 2,400,000 2 FLOUR BLUFF POLICE SUBSTATION ALTERATIONS/EXPANSION $ 800,000 3 FIRE DEPARTMENT EMERGENCY POWER UPGRADES $ 300,000 4 FIRE DEPARTMENT DRIVEWAY AND APPARATUS BAY IMPROVEMENTS $ 900,000 $ 4,400,000 5 PARKING RENOVATIONS AND UPGRADES $ 2,000,000 6 MECHANICAL,ELECTRICALAND FIRE ALARM UPGRADE PROJECTS $ 4,100,000 7 ROOF REPLACEMENT AND UPGRADE PROJECTS $ 4,950,000 8 ADA BUILDING IMPROVEMENTS PROJECT $ 750,000 9 ELEVATOR MODERNIZATION AND UPGRADES $ 1,500,000 10 INTERIOR/EXTERIOR UPGRADES $ 1,800,000 $ 15,100,000 11 PARKS&RECREATION AND SENIOR CENTER PARTICIPATION PROJECT $ 750,000 12 PARK SYSTEM PLAYGROUND IMPROVEMENT PROJECTS $ 750,000 13 SPORTS FIELD AND LIGHTING SYSTEM IMPROVEMENTS PROJECTS $ 1,000,000 $ 2,500,000 $ 22,000,000 PROPOSITION 3 TOTAL Is 22,000,000 * Street projects do not include utility casts(typically 1:1 match). Grand Total 1 $ 96,000,000 1,2017 PROJECT BUDGET Preliminary Engineering Feasibility and Cost Estimate Reports(Bond 2018) Master Services Agreements FUNDS AVAILABLE: Bond 2008 Street Fund Reserves....................................................................................................................... $ 2,000,000 Total Funds Available..................................................................................................................................... 2,000,000 FUNDS REQUIRED: EngineeringFees Total.................................................................................................................................... 1,700,000 Facilities........................................................................................................................... 500,000 Master Services Agreement(AECOM Technical Services).............................. 125,000 Master Services Agreement(Bath Engineering).......................................... 125,000 Master Services Agreement(Hanson Professional Services)........................... 125,000 Master Services Agreement(LNV, Inc.)....................................................... 125,000 Streets............................................................................................................................. 1,200,000 Master Services Agreement(Freese and Nichols).......................................... 300,000 Master Services Agreement(Govind Development)....................................... 300,000 Master Services Agreement(HDR Engineering).......................................... 300,000 Master Services Agreement(Munoz Engineering).......................................... 300,000 ReimbursementsTotal..................................................................................................................................... 130,000 Administration/Finance(Capital Programs/Capital Budget/Finance)........................................... 50,000 Engineering Services(Project Mgt/Const. Mgt/Traffic Mgt)...................................................... 80,000 Miscellaneous................................................................................................................................................ 10,000 TotalFunds Required....................................................................................................................................... 1,840,000 ESTIMATED PROJECT BUDGET BALANCE....................................................................................................... 160,000 —- ---------- ., � w x e r i 9 -ov \ p \ s �1 o m _`- o IO ...,. � •.ate .\.,� H w Q.2 1 !I 6 d N4: 0000000+o+DO-00© \ N� d .1 Proposed 2015 Feasibility Report Contracts Council Presentation December 19, 2017 Implementation Plan Approved by Council August 15, 2017 B NJD NM1¥W.CCTE}fAS.COM ➢ Address Harbor Bridge Related Streets ✓ $ 4.1 Million ✓ By end of 2017 ➢ Prepare Preliminary Feasibility Reports ✓ Obtain more accurate scopes & project estimates ✓ $2 M for Three (3) Propositions ✓ Approximately 4 - 6 months to complete ➢ Obtain Stakeholder input ✓ Define & prioritize projects ✓ Develop scopes ➢ Pre -design Projects - to Expedite Project Implementation ✓ Obtain funding $5M o 3 to "shovel ready" o 6 to approximately 60% ✓ RFQ for Architects/Engineers ✓ "Shovel Ready" Project selection by late summer 2017 ✓ Approximately 12 months for design (start no later than January 2018) Background Feasibility Reports B NJD NM1¥W.CCTE}fAS.COM ➢ Bond Election - November 2018 ➢ Ballot Language Published - August 2018 ➢ Draft Informational Brochure - Spring 2018 ➢ Feasibility Reports Complete - Spring 2018 ✓ Funding: Bond 2008 Proposition 1 Reserves - $ 2M o RFQ Selection Process for AE's Complete - Oct. 2017 o Award Master Service AE Agreements (MSA's) (THIS ITEM) Feasibility Reports Project Assignments B NJD NM1¥W.CCTE}fAS.COM Streets HDR Engineering Freese and Nichols 6 8 $ 14,075,000 $ 18,900,000 $300,000 $300,000 Govind Development 7 $ 14,350,000 $300,000 Munoz Engineering 6 $ 11,550,000 $300,000 Facilities LNV, Inc. 16 $ 5,600,555 $125,000 AECOM Technical Services, Inc. 17 $ 5,359,722 $125,000 Bath Engineering 15 $ 2,260,000 $125,000 Hanson Professional Services 21 $ 4,379,722 $125,000 TOTAL 96 $ 76,474,999 $1,700,000 ➢ Excludes Developer Participation &ADA Improvements (SPMP) Feasibility Reports Report Deliverables B NJD NM1¥W.CCTE}fAS.COM ➢ Executive Summary ➢ Detailed Project Descriptions & Maps ➢ Existing Conditions ➢ Proposed Construction ➢ Agency / Permit Coordination Requirements ➢ Land Acquisition ➢ Opinion of Probable Cost ➢ Project Timetable / Schedule ➢ Project Site Photographs Implementation Plan Approved by Council August 15, 2017 B NJD NM1¥W.CCTE}fAS.COM ➢ Address Harbor Bridge Related Streets ✓ $ 4.1 Million ✓ By end of 2017 ➢ Prepare Preliminary Feasibility Reports ✓ Obtain more accurate scopes & project estimates ✓ $2 M for Three (3) Propositions ✓ Approximately 4 - 6 months to complete ➢ Obtain Stakeholder input ✓ Define & prioritize projects ✓ Develop scopes ➢ Pre -design Projects - to Expedite Project Implementation ✓ Obtain funding $5M o 3 to "shovel ready" o 6 to approximately 60% ✓ RFQ for Architects/Engineers ✓ "Shovel Ready" Project selection by late summer 2017 ✓ Approximately 12 months for design (start no later than January 2018) Bond 2018 Implementation Plan B NJD NM1¥W.CCTE}fAS.COM ➢ ENHANCING THE BOND PROGRAM PROCESS ➢ Preliminary Feasibility Reports $ 2M ✓ 27 Street Projects ✓ 69 Facilities Projects ➢ Pre -Election Project Design $ 5M ✓ 9 Street Projects • 3 - 100% ("Shovel Ready") • 6-60% Proposed Pre -Election Design Projects B NJD NwwW TEXAS.COM ➢ Estimated Cost - ➢ Nine Projects 5 Million 100% DESIGN 1. Slough Rd 2. Holly Rd 3. Everhart Rd Rodd Field Rd Rodd Field Rd SPID East Dead End Paul Jones Ave Holly Rd 60% DESIGN 1. Leopard St Palm Dr Nueces Bay Blvd 2. S. Staples St Kostoryz Rd Baldwin Blvd 3. Swantner Dr Texan Tr Indiana Ave 4. Frio/Dorado/Hacala Sts Greenwood Dr Martin St 5. Laguna Shores Rd Hustlin' Hornet Dr Caribbean Dr 6. Lipes Blvd Yorktown Blvd Staples St ➢ RFQ issued for Pre -Design - December 2017 ➢ Designs complete by November 2018 Bond 2018 Next Steps B NJD NwwW TEXAS.cou 2017 2018 TASK ASOND J FMAMJ J ASOND RFCtfor Pre -Election Design Projects issued Work begins on Feasibility Reports Award AE contracts for Pre -Election 100% Designed Projects Feasibility Reports complete Award AE contracts for Pre -Election 60% Designed Projects Begin Council discussions on ballot and brochure language Ordinance calling Special Election Election Day B NJD NM1¥W.CCTE}fAS.COM Questions? "Continuing to Build Our Future" CITY OF CORPUS CHRISTI MASTER SERVICES AGREEMENT FOR PROFESSIONAL SERVICES Preliminary Engineering Street Feasibility and Cost Estimate Reports (Bond 2018) This Agreement is between 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 and Freese and Nichols, Inc., a Texas Corporation, 800 N. Shoreline Boulevard, Suite 1600N, Corpus Christi, Texas 78401 (Consultant). TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I PROJECT TASK ORDER-------------------------------------------------------------------------------------2 ARTICLE II COMPENSATION-------------------------------------------------------------------------------------------------2 ARTICLE III QUALITY CONTROL PLAN .................................................................................4 ARTICLE IV INSURANCE REQUIREMENTS...........................................................................4 ARTICLE V INDEMNIFICATION----------------------------------------------------------------------------------------------4 ARTICLE VI TERM; RENEWALS; TIMES FOR RENDERING SERVICE.................................5 ARTICLE VII TERMINATION OF AGREEMENT .......................................................................5 ARTICLE VIII RIGHT OF REVIEW AND AUDIT.........................................................................6 ARTICLE IX OWNER REMEDIES --------------------------------------------------------------------------------------------6 ARTICLE X CONSULTANT REMEDIES----------------------------------------------------------------------------------7 ARTICLE XI CLAIMS AND DISPUTE RESOLUTION ...............................................................7 ARTICLE XII MISCELLANEOUS PROVISIONS........................................................................9 EXHIBITS Page 1 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS FREESE NICHOLS\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES FREESE NICHOLS.DOC ARTICLE I — PROJECT TASK ORDER 1.1 This Agreement shall apply to as many tasks as City and Consultant agree will be performed under the terms and conditions of this Agreement. Each task Consultant performs for City hereunder shall be designated a Task Order. No Task Order shall be binding or enforceable unless and until it has been properly executed by both City and Consultant. Each properly executed Task Order shall become a separate supplemental agreement to this Agreement. 1.2 The Consultant shall provide its Scope of Services, to be included in each Task Order. 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 which would normally be required by law or common due diligence in accordance with the standard of care defined in Article XII of this Agreement. 1.3 Under this Agreement, Consultant will provide services on a Task Order basis for a range of services related to assisting Engineering Services with professional engineering, architecture and construction services related to execution of Capital Improvements Programs. All work will be subject to authorization from City. A detailed Scope of Services and fee estimate will be developed for each task prior to execution of work. 1.4 Consultant must complywith City standards, as specified in the Unified Development Code(UDC)or Code of Ordinances, as applicable, throughout the duration of the Project, unless specifically and explicitly excluded from doing so in the approved Task Order. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.5 Consultant must perform tasks and submit deliverables as detailed in each approved Task Order. 1.6 Consultant must provide all labor, equipment and transportation necessary to complete all services agreed to 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 the subconsultant and the percentage of work performed by the subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.7 Consultant must not begin work on any Task Order authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. 1.8 For design services, Consultant agrees to render the professional services necessaryforthe advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities, as defined and described in the City's General Conditions for Construction Contracts, an excerpt of which is attached as Exhibit G. ARTICLE II —COMPENSATION 2.1 The Compensation for all services included in this Agreement and in the Scope of Services for this Agreement shall not exceed $300,000. 2.2 The Consultant's fee for each Task Order will be on a lump sum or time and materials (T&M) basis with a negotiated not-to-exceed amount. The fees will not exceed those identified and will be full and total compensation for all services outlined in each Task Order,and for all expenses incurred in performing these services. Page 2 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS FREESE NICHOLS\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES FREESE NICHOLS.DOC 2.3 Consultant shall submit a proposal to the City,which shall be incorporated into this agreement as Exhibit B, subject to approval by the City. 2.4 Consultant shall submit a Rate Schedule, shown in Exhibit B-1, with their proposal. The rate schedule shall remain 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. 2.5 Monthly invoices will be submitted in accordance with the Payment Request (Exhibit C). For T&M basis fees, Consultant shall submit documentation with the monthly invoice that shows who worked on the Project, the number of hours that each individual worked on the Project and reimbursables for that individual. 2.5.1 Principals may only bill at the hourly rate of Principals when acting in that capacity. Principals acting in the capacity of staff must bill at staff rates. The Consultant shall provide documentation with each payment request that clearly indicates how that individual's time is allocated and the justification for that allocation. 2.6 The anticipated fee structure under this agreement is as follows: DESCRIPTION NOT TO EXCEED AMOUNT Maximum Contract Amount $300,000.00 Task 1 —TBD TBD Task 2 —TBD TBD Task 3—TBD TBD Task 4 —TBD TBD Task 5—TBD TBD Task 6—TBD TBD 2.7 All services shall be performed and the applicable standard of professional care set forth herein and to City's satisfaction,which satisfaction shall be judged by the Director in his/her sole discretion. City shall not be liable for any payment under this Agreement for services which are unsatisfactory and which previously have not been approved by the Director. 2.8 In the event of any dispute(s)between the Parties regarding the amount properly compensable for any Task Order 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 provided in this Agreement in a timely manner and as required by the terms thereof, any such claim shall be waived. 2.9 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. 2.10 Any fee payable under this Agreement is subject to the availability of funds. The Consultant may be directed to suspend work pending receipt and appropriation of funds. Page 3 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS FREESE NICHOLS\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES FREESE NICHOLS.DOC ARTICLE III —QUALITY CONTROL PLAN 3.1 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. 3.2 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 Opinion of Probable Cost(OPC) as needed. 3.3 Documents that do not meet City standards may be rejected. Consultant will not be compensated for having to resubmit documents. ARTICLE IV— INSURANCE REQUIREMENTS 4.1 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. 4.2 Insurance Requirements are shown in EXHIBIT D. ARTICLE V- 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. Page 4 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS FREESE NICHOLS\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES FREESE NICHOLS.DOC ARTICLE VI —TERM; RENEWALS; TIMES FOR RENDERING SERVICE 6.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 6.2 This Agreement shall be applicable to Task Order issued hereunder from the Effective Date of the Agreement until project is complete. 6.3 This service shall be for a period of one (1)year beginning on the Effective Date. The Agreement may be WFitiRg prier to the expiratiGR date of the prier term. ARY Gha4II -hP- a4t thP- Sa4MP- tprrns ;4nd plus aRy approved GhaRge&-. 6.4 The times for performing services or providing deliverables will be stated in each Task Order. If no times are so stated, Consultant will perform services and provide deliverables within a reasonable time. ARTICLE VII - TERMINATION OF AGREEMENT 7.1 By Consultant: 7.1.1 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. 7.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 7.2 By City: 7.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 7.2.2 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. 7.3 Termination Procedure 7.3.1 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. 7.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. Page 5 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS FREESE NICHOLS\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES FREESE NICHOLS.DOC 7.3.3 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. 7.3.4 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 VIII — RIGHT OF REVIEW AND AUDIT 8.1 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 is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 8.2 "Consultant's records" include any and all information, materials and data of every kind and character generated as a result of the Work under this Agreement. 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,federal and state tax filings for issue in questions and any and all other agreements, sources of information and matters that may, in City's judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 8.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's records only during City'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 or former 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. 8.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE IX—OWNER REMEDIES 9.1 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: 9.1.1 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; 9.1.2 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. Page 6 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS FREESE NICHOLS\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES FREESE NICHOLS.DOC 9.1.3 Losses are incurred because of defects, errors and 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 defects, errors and omissions in the documents. 9.2 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. 9.3 When the City incurs non-value added work costs for change orders due to design errors 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. 9.4 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. 9.5 The City may withhold or nullify the whole or part of any payment as detailed in Article II. ARTICLE X—CONSULTANT REMEDIES 10.1 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. 10.2 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XI —CLAIMS AND DISPUTE RESOLUTION 11.1 Filing of Claims 11.1.1 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. 11.1.2 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. 11.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 11.1.4 Within thirty(30)calendar days of receipt of notice and supporting documentation, City will meet to Page 7 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS FREESE NICHOLS\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES FREESE NICHOLS.DOC 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 Alternative Dispute Resolution. 11.1.5 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. 11.2 Alternative Dispute Resolution 11.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 11.2.2 Before invoking mediation or any other alternative dispute resolution(ADR)process set forth herein, 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 any other ADR process. 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 ADR process contained herein. 11.2.3 Mediation 11.2.3.1 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. 11.2.3.2 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. 11.2.3.3 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. 11.2.3.4 The parties shall share the mediator's fee. Venue for any mediation or lawsuit arising under this Agreement 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. 11.3 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 in this Agreement. 11.4 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. Page 8 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS FREESE NICHOLS\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES FREESE NICHOLS.DOC ARTICLE XII — MISCELLANEOUS PROVISIONS 12.1 Assignability. The Consultant will not assign, transfer or delegate any of its obligations or duties in this Agreement to any other person without the prior written consent of the City, except for routine duties delegated to personnel of the Consultant staff. If the Consultant is a partnership, then in the event of the termination of the partnership, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 12.2 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 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,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 professional engineer prior to re-use of modified plans. 12.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent engineers or architects practicing under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 12.4 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. 12.5 Entire Agreement. This Agreement, including Task Orders, 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. 12.6 Disclosure of Interest. (Exhibit E)Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract. 12.7 Certificate of Interested Parties. (Exhibit F). Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 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 Page 9 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS FREESE NICHOLS\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES FREESE NICHOLS.DOC (2) a person who actively participates in facilitating a contractor 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 hftps://www.ethics.state.tx.us/whatsnew/elf—info—forml295.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. 12.8 Conflict of Interest. Consultant agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index 12.9 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. 12.10 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, impairor 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. 12.11 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant-prepared Exhibit A, Scope of Services or in any other document prepared by Consultant and included herein, is in conflict with Articles I - XII of this Agreement (Articles) and/or an approved Task Order, the Articles and/or the Task Order shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI FREES AND NICHOLS, INC. 12/01/17 Jeff H. Edmonds, P. E. Date Ron Guzman, P. E. Date Director of Engineering Services Principal 800 N. Shoreline Blvd., Suite 160ON Corpus Christi, TX 78401 APPROVED AS TO LEGAL FORM (361) 561-6500 Office (361) 561-6501 Fax rg@freese.com Assistant City Attorney Date ATTEST Rebecca Huerta, City Secretary Page 10 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS FREESE NICHOLS\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES FREESE NICHOLS.DOC Funding info is N/A at this time. Funding info will be provided upon execution of Task Order No. 1. Project Number N/A Accounting Unit N/A Account N/A Activity N/A Account Category N/A Fund Name N/A Page 11 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS FREESE NICHOLS\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES FREESE NICHOLS.DOC EXHIBIT A SAMPLE TASK ORDER This Task Order pertains to a Master Services Agreement for Professional Services by and between City of Corpus Christi, Texas (City) and "Company Name" (Consultant) dated , 2018 (Agreement). Consultant shall perform services on the project described below as provided in this Task Order and in the Agreement. This Task Order shall not be binding until it has been properly signed by both parties. Upon execution, this Task Order shall supplement the Agreement as it pertains to the project described below. TASK ORDER NO.: PROJECT NAME: 1. PROJECT DESCRIPTION 2. SCOPE OF SERVICES 3. COMPENSATION This Task Order is approved and Consultant may proceed. All other terms and conditions of the Agreement remain in full force and effect. CITY OF CORPUS CHRISTI FREESE AND NICHOLS, INC. Jeff H. Edmonds, P. E. Date Ron Guzman, P. E. Date Director of Engineering Services Principal 800 N. Shoreline Blvd., Suite 1600N Corpus Christi, TX 78401 (361) 561-6500 Office (361) 561-6501 Fax rg@freese.com Master Services Agreement EXHIBIT B CONSULTANT PROPOSAL Master Services Agreement 800 N,Shoretl"ne Blvd,, Suit:. 1.60ON Corpus Christi,Vexes 73401 361-:561-6500 fax 36.11-561-6501 rn VVW freese,ccc rn December 4, 2017 Mr.Jeff Edmonds, P.E. Director of Engineering Services City of Corpus Christi P. 0. Box 9277 Corpus Christi,TX 78469-9277 Attn: Chris Hale, P.E. Re: Master Service Agreement(MSA)for Street Feasibility Report(Bond 2018) Freese and Nichols Professional Services Proposal Dear Mr. Edmonds, Freese and Nichols, Inc. (FNI) is pleased to provide our Street Feasibility(Bond 2018, Prop. 1) Report professional services proposal for evaluating street segments as identified by the City of Corpus Christi Engineering Services. This project scope will include the following activities: Basic Services: A. Preliminary Phase 1. Perform preliminary review of the project data provided by the City. 2. Confirm, evaluate, and field-verify existing site conditions. 3. Meet two (2)times with City staff to define the project requirements. 4. Review previously developed sketches,designs and/or engineering reports provided by City. 5. Review City provided infrastructure lifecycle criteria and Master plans. a. Evaluate existing street conditions based on field observation and City provided information. b. Evaluate existing utilities condition based on field observation and City provided information. c. Identify franchise utilities based on field observation and City provided information. d. Review Corpus Christi MPO proposed bicycle and mobility plan recommendations, prescribed pedestrian and ADA elements, and future RTA bus route plans. 6. Prepare a Final Report with the following information: a. Cover Sheet b. Executive Summary c. Project Report i. Project Description 1. Bond 2018 Language 2. Location 3. Existing Conditions 4. Proposed Construction 5. Land Acquisition 6. Other Project Elements ii. Opinion of Probable Cost iii. Project Timetable/Schedule EXHIBIT "B" Pagel of 2 iv. Street Section v. Project Site Photographs vi. Strip Map 7. Submittals a. 1 draft report (1 hard copy and 1 electronic) b. 1 final report(1 hard copy and 1 electronic) c. Submitted in white 1"three ring binder with tabs Project Assumptions: 1. City will provide related as-built drawings, utility base maps in electronic format, proposed utilities to be upgraded,traffic projections, and unit prices to be used for development of the preliminary opinion of probable construction costs. 2. No topographic or boundary survey will be provided by the Consultant for this project. 3. No geotechnical survey services will be provided by Consultant for this project. 4. Consultant will only identify permits required for development of project. No permit application efforts are to be performed by Consultant under this contract. 5. Consultant will rely on preliminary pavement sections provided by the City for developing pavement costs. The City staff will: 1. Designate an individual to have responsibility, authority, and control for coordinating activities for the construction contract awarded. 2. Provide the budget for the Project specifying the funds available for the construction contract. 3. Provide the City's standard specifications, standard detail sheets, standard and special provisions, and forms for required bid documents. Schedule: FNI will provide the draft report for City review within 8 weeks from the Notice to Proceed. It is anticipated that the City will require 2 weeks for review. The City's comments can be addressed and included in the final report 2 weeks from receipt of the review comments. Fee: The proposed not to exceed amount for MSA Street Feasibility Report (Bond 2018) is$300,000. FNI will prepare Task Orders in accordance with the MSA for each street segment identified by Engineering Services. We look forward to working with your team on this project. Please feel free to contact me at 361.561.6500 if you have any questions. Respectfully, Freese a Nichols, Inc. �2 0- Ron Guz an, P.E. Vice President/Principal EXHIBIT "B" Page 2 of 2 EXHIBIT B-1 CONFIDENTIAL RATE SCHEDULE Rate sheets are confidential pursuant to section 552.104 of the Texas Government Code since release of this information would give advantage to a competitor or bidder. In addition, section 552.110 of the TX Govt. Code protects third party commercial and financial information if release of the information would cause the third party substantial competitive harm. DOCUMENTATION OF PROVISIONAL/OVERHEAD RATES: Overhead rate documentation has been provided to the City of Corpus Christi and was utilized in reviewing and approving the loaded hourly rates below. PRINCIPAL(S): HOURLY RATE ($/hr) 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. Master Services Agreement EXHIBIT C PAYMENT REQUEST FORM COMPLETE PROJECT NAME Project No.XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Current Previous Total Remaining Percent Basic Services: Contract Amd No. 1 Amd No.2 Contract Invoice Invoice Invoice Balance Complete Preliminary Phase $1,000.00 $0.00 $0.00 $1,000.00 $0.00 $1,000.00 $1,000.00 $0.00 100.0% Design Phase $2,000.00 $1,000.00 $0.00 $3,000.00 $1,000.00 $500.00 $1,500.00 $1,500.00 50.0% Bid Phase $500.00 $0.00 $250.00 $750.00 $0.00 $0.00 $0.00 $750.00 0.0% Construction Phase $2,500.00 $0.00 $1,000.00 $3,500.00 $0.00 $0.00 $0.00 $3,500.00 0.0% Subtotal Basic Services $6,000.00 $1,000.00 $1,250.00 $8,250.00 $1,000.00 $1,500.00 $2,500.00 $5,750.00 30.3% Additional Services: Permitting $2,000.00 $0.00 $0.00 $2,000.00 $500.00 $0.00 $500.00 $1,500.00 25.0% Warranty Phase $0.00 $1,120.00 $0.00 $1,120.00 $0.00 $0.00 $0.00 $1,120.00 0.0% Inspection $0.00 $0.00 $1,627.00 $1,627.00 $0.00 $0.00 $0.00 $1,627.00 0.0% Platting Survey TBD TBD TBD TBD TBD TBD TBD TBD TBD O&M Manuals TBD TBD TBD TBD TBD TBD TBD TBD TBD SCADA TBD1 TBD1 TBD1 TBD TBD TBD TBD TBD TBD Subtotal Additional Services $2,000.001 $1,120.001 $1,627.001 $4,747.00 $500.001 $0.00 $500.00 $4,247.00 10.5% Summary of Fees: Basic Services Fees $6,000.00 $1,000.00 $1,250.00 $8,250.00 $1,000.00 $1,500.00 $2,500.00 $5,750.00 30.3% Additional Services Fees $2,000.00 $1,120.00 $1,627.00 $4,747.00 $500.00 $0.00 $500.00 $4,247.001 10.506 Total of Fees $8,000.00 $2,120.00 $2,877.00 $12,997.00 $1,500.00 $1,500.00 $3,000.00 1 $9,997.001 23.1% Notes: If needed,update this sample form based on the contract requirements. EXHIBIT"C" If applicable,refer to the contract for information on what to include with time and materials(T&M). Page 1 of 1 Master Services Agreement EXHIBIT D 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, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements PROFESSIONAL LIABILITY $1,000,000 Per Claim (Errors and Omissions) 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 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 Master Services Agreement 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. Master Services Agreement d� SUPPLIER NUMBER........................................ .. ^� TO BE ASSIGNED BY CITY City Of PURCHASING DIVISION Corpus EXHIBIT E 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: Freese and Nichols,Inc. P.O.BOX: STREET ADDRESS: 800 N.Shoreline,Suite 160ON CITY: Corpus Christi ZIP: 78401 FIRM IS: 1. Corporation ® 2. Partnership ❑ 3. Sole Owner El4. Association 5. Other DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest"constituting 3% or more of the ownership in the above named"firm." Name Job Title and City Department(if known) 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 /A 4. State the names of each employee or officer of a"consultant"for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest"constituting 3% or more of the ownership in the above named "firm." Name Consultant /A Master Services Agreement FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof,you shall disclose that fact in a signed writing to the City official,employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349 (d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested;and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. Certifying Person: Ron Guzman Title: Principal/Vice President (Type or Print) Signature of Certifying Date: Person: DEFINITIONS a. "Board member." A member of any board,commission,or committee appointed by the City Council of the City of Corpus Christi,Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi,Texas either on a full or part-time basis,but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to,entities operated in the form of sole proprietorship,as self-employed person,partnership,corporation,joint stock company,joint venture,receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor,members of the City Council,City Manager,Deputy City Manager,Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi,Texas. f. "Ownership Interest." Legal or equitable interest,whether actually or constructively held,in a firm,including when such interest is held through an agent,trust,estate,or holding entity. "Constructively held"refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements." g. "Consultant." Any person or firm,such as engineers and architects,hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. Master Services Agreement EXHIBIT F FORM 1295 CERTIFICATE OF INTERESTED PARTIES Master Services Agreement CERTIFICATE OF INTERESTED PARTIES FORM 1295 lofl 7-7 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. 2017-288738 Freese and Nichols, Inc. Corpus Christi,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 11/30/2017 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. MSA for Prelim Eng Street Feas Provide Professional Engineering Services associated with Street Feasibility projects as requested. 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary Hatley,Tricia Oklahoma City,OK United States X Coltharp, Brian Fort Worth,TX United States X Cole,Scott Fort Worth,TX United States X New,John San Antonio,TX United States X Taylor,Jeff Houston,TX United States X Milrany,Cindy Fort Worth,TX United States X Nichols,Michael Fort Worth,TX United States X Pence, Robert Fort Worth,TX United States X Gooch,Thomas Fort Worth,TX United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. E LISA BOGGSNotary Public,State of Texas My Commission Expires06/25/2019 Signat re of authorized agent of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE Sworn to and subscribed before me,by the said — this the q day of 2007,to certify which,witness my hand and seal of office. Signatu#of officer admi istering Printed name of'o-fficeja miAistering oath Title of Afficer administering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.3337 CITY OF CORPUS CHRISTI MASTER SERVICES AGREEMENT FOR PROFESSIONAL SERVICES Preliminary Engineering Street Feasibility and Cost Estimate Reports (Bond 2018) This Agreement is between 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 and Govind Development, LLC, a Texas Limited Liability Company, 9510 Leopard Street, Corpus Christi, Texas 78410 (Consultant). TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I PROJECT TASK ORDER-------------------------------------------------------------------------------------2 ARTICLE II COMPENSATION-------------------------------------------------------------------------------------------------2 ARTICLE III QUALITY CONTROL PLAN .................................................................................4 ARTICLE IV INSURANCE REQUIREMENTS...........................................................................4 ARTICLE V INDEMNIFICATION----------------------------------------------------------------------------------------------4 ARTICLE VI TERM; RENEWALS; TIMES FOR RENDERING SERVICE.................................5 ARTICLE VII TERMINATION OF AGREEMENT .......................................................................5 ARTICLE VIII RIGHT OF REVIEW AND AUDIT.........................................................................6 ARTICLE IX OWNER REMEDIES --------------------------------------------------------------------------------------------6 ARTICLE X CONSULTANT REMEDIES----------------------------------------------------------------------------------7 ARTICLE XI CLAIMS AND DISPUTE RESOLUTION ...............................................................7 ARTICLE XII MISCELLANEOUS PROVISIONS........................................................................9 EXHIBITS Page 1 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS GOVIND DEVELOPMENT\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES GOVIND.DOC ARTICLE I — PROJECT TASK ORDER 1.1 This Agreement shall apply to as many tasks as City and Consultant agree will be performed under the terms and conditions of this Agreement. Each task Consultant performs for City hereunder shall be designated a Task Order. No Task Order shall be binding or enforceable unless and until it has been properly executed by both City and Consultant. Each properly executed Task Order shall become a separate supplemental agreement to this Agreement. 1.2 The Consultant shall provide its Scope of Services, to be included in each Task Order. 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 which would normally be required by law or common due diligence in accordance with the standard of care defined in Article XII of this Agreement. 1.3 Under this Agreement, Consultant will provide services on a Task Order basis for a range of services related to assisting Engineering Services with professional engineering, architecture and construction services related to execution of Capital Improvements Programs. All work will be subject to authorization from City. A detailed Scope of Services and fee estimate will be developed for each task prior to execution of work. 1.4 Consultant must complywith City standards, as specified in the Unified Development Code(UDC)or Code of Ordinances, as applicable, throughout the duration of the Project, unless specifically and explicitly excluded from doing so in the approved Task Order. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.5 Consultant must perform tasks and submit deliverables as detailed in each approved Task Order. 1.6 Consultant must provide all labor, equipment and transportation necessary to complete all services agreed to 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 the subconsultant and the percentage of work performed by the subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.7 Consultant must not begin work on any Task Order authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. 1.8 For design services, Consultant agrees to render the professional services necessaryforthe advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities, as defined and described in the City's General Conditions for Construction Contracts, an excerpt of which is attached as Exhibit G. ARTICLE II —COMPENSATION 2.1 The Compensation for all services included in this Agreement and in the Scope of Services for this Agreement shall not exceed $300,000. 2.2 The Consultant's fee for each Task Order will be on a lump sum or time and materials (T&M) basis with a negotiated not-to-exceed amount. The fees will not exceed those identified and will be full and total compensation for all services outlined in each Task Order,and for all expenses incurred in performing these services. Page 2 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS GOVIND DEVELOPMENT\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES GOVIND.DOC 2.3 Consultant shall submit a proposal to the City,which shall be incorporated into this agreement as Exhibit B, subject to approval by the City. 2.4 Consultant shall submit a Rate Schedule, shown in Exhibit B-1, with their proposal. The rate schedule shall remain 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. 2.5 Monthly invoices will be submitted in accordance with the Payment Request (Exhibit C). For T&M basis fees, Consultant shall submit documentation with the monthly invoice that shows who worked on the Project, the number of hours that each individual worked on the Project and reimbursables for that individual. 2.5.1 Principals may only bill at the hourly rate of Principals when acting in that capacity. Principals acting in the capacity of staff must bill at staff rates. The Consultant shall provide documentation with each payment request that clearly indicates how that individual's time is allocated and the justification for that allocation. 2.6 The anticipated fee structure under this agreement is as follows: DESCRIPTION NOT TO EXCEED AMOUNT Maximum Contract Amount $300,000.00 Task 1 —TBD TBD Task 2 —TBD TBD Task 3—TBD TBD Task 4 —TBD TBD Task 5—TBD TBD Task 6—TBD TBD 2.7 All services shall be performed and the applicable standard of professional care set forth herein and to City's satisfaction,which satisfaction shall be judged by the Director in his/her sole discretion. City shall not be liable for any payment under this Agreement for services which are unsatisfactory and which previously have not been approved by the Director. 2.8 In the event of any dispute(s)between the Parties regarding the amount properly compensable for any Task Order 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 provided in this Agreement in a timely manner and as required by the terms thereof, any such claim shall be waived. 2.9 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. 2.10 Any fee payable under this Agreement is subject to the availability of funds. The Consultant may be directed to suspend work pending receipt and appropriation of funds. Page 3 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS GOVIND DEVELOPMENT\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES GOVIND.DOC ARTICLE III —QUALITY CONTROL PLAN 3.1 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. 3.2 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 Opinion of Probable Cost(OPC) as needed. 3.3 Documents that do not meet City standards may be rejected. Consultant will not be compensated for having to resubmit documents. ARTICLE IV— INSURANCE REQUIREMENTS 4.1 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. 4.2 Insurance Requirements are shown in EXHIBIT D. ARTICLE V- 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. Page 4 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS GOVIND DEVELOPMENT\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES GOVIND.DOC ARTICLE VI —TERM; RENEWALS; TIMES FOR RENDERING SERVICE 6.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 6.2 This Agreement shall be applicable to Task Order issued hereunder from the Effective Date of the Agreement until project is complete. 6.3 This service shall be for a period of one (1)year beginning on the Effective Date. The Agreement may be WFitiRg prier to the expiratiGR date of the prier term. ARY Gha4II -hP- a4t thP- Sa4MP- tprrns ;4nd plus aRy approved GhaRge&-. 6.4 The times for performing services or providing deliverables will be stated in each Task Order. If no times are so stated, Consultant will perform services and provide deliverables within a reasonable time. ARTICLE VII - TERMINATION OF AGREEMENT 7.1 By Consultant: 7.1.1 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. 7.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 7.2 By City: 7.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 7.2.2 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. 7.3 Termination Procedure 7.3.1 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. 7.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. Page 5 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS GOVIND DEVELOPMENT\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES GOVIND.DOC 7.3.3 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. 7.3.4 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 VIII — RIGHT OF REVIEW AND AUDIT 8.1 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 is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 8.2 "Consultant's records" include any and all information, materials and data of every kind and character generated as a result of the Work under this Agreement. 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,federal and state tax filings for issue in questions and any and all other agreements, sources of information and matters that may, in City's judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 8.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's records only during City'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 or former 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. 8.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE IX—OWNER REMEDIES 9.1 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: 9.1.1 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; 9.1.2 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. Page 6 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS GOVIND DEVELOPMENT\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES GOVIND.DOC 9.1.3 Losses are incurred because of defects, errors and 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 defects, errors and omissions in the documents. 9.2 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. 9.3 When the City incurs non-value added work costs for change orders due to design errors 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. 9.4 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. 9.5 The City may withhold or nullify the whole or part of any payment as detailed in Article II. ARTICLE X—CONSULTANT REMEDIES 10.1 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. 10.2 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XI —CLAIMS AND DISPUTE RESOLUTION 11.1 Filing of Claims 11.1.1 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. 11.1.2 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. 11.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 11.1.4 Within thirty(30)calendar days of receipt of notice and supporting documentation, City will meet to Page 7 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS GOVIND DEVELOPMENT\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES GOVIND.DOC 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 Alternative Dispute Resolution. 11.1.5 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. 11.2 Alternative Dispute Resolution 11.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 11.2.2 Before invoking mediation or any other alternative dispute resolution(ADR)process set forth herein, 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 any other ADR process. 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 ADR process contained herein. 11.2.3 Mediation 11.2.3.1 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. 11.2.3.2 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. 11.2.3.3 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. 11.2.3.4 The parties shall share the mediator's fee. Venue for any mediation or lawsuit arising under this Agreement 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. 11.3 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 in this Agreement. 11.4 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. Page 8 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS GOVIND DEVELOPMENT\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES GOVIND.DOC ARTICLE XII — MISCELLANEOUS PROVISIONS 12.1 Assignability. The Consultant will not assign, transfer or delegate any of its obligations or duties in this Agreement to any other person without the prior written consent of the City, except for routine duties delegated to personnel of the Consultant staff. If the Consultant is a partnership, then in the event of the termination of the partnership, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 12.2 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 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,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 professional engineer prior to re-use of modified plans. 12.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent engineers or architects practicing under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 12.4 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. 12.5 Entire Agreement. This Agreement, including Task Orders, 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. 12.6 Disclosure of Interest. (Exhibit E)Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract. 12.7 Certificate of Interested Parties. (Exhibit F). Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 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 Page 9 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS GOVIND DEVELOPMENT\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES GOVIND.DOC C2> aperson who actively participates in facilitating a contractor negotiating the terms Vfacontract 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 hftps:0xmmvv.ethics.state.ƒw.us/m/hatsnew/e|f info forrn1295.hbn. The formmust then be printed,signad. notarized and filed with the City. For more infomnatiVn. please review the Texas Ethics Commission Ru/es at ' 12.8 Conflict of Interest. Consultant agrees to comply with Chapter 176 of the Texas Local Government Code and file Form C|Qwith the City Secretary's Office, |frequired. For more information and tndetermine if you need to file a Form C|(}, please nav/evv the information on the City Secretary's website at 12.8 Controlling Law. This Agreement is governed by the laws of the State of Texas without regard to its conflicts oflaws. Venue for legal proceedings lies exclusively inNueoesCounty, Texas, 12.10 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 notaffect,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 orprejudice |nanym/aytheva|iditynfthinAgreenneot /nanyotherinabanoe. 12.11 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained /nthe Cons u|tant-pnapared Exhibit A, Scope of Services orinany other document prepared by Consultant and included herein, is in conflict with Articles | - X|| of this Agreement (Articles) and/or an approved Task Order,the Adic|es and/or the Task(}rdershall take precedence and control to so|veoaiU conflict. CITY OF CORPUS CHRISTI G �F. ' jmr Director of Engineering Services �u President --- 951OLeopard Street Corpus Christi, TX7841O APPROVED AS TO LEGAL FORM (381) 241-2777Office ahu|ar@govinddeve|opment.com Assistant City Attorney Date ATTEST Rebecca Huerta, City Secretary Page 10 Rev. 17-9 m�Ewo/wssmmao^nauoHAwoewsLmapmTnsET�PxsuwewanSTREET FEASIBILITY COST ESTIMATE REPORTS BOND zo/o�rns��oov/wnosysmpwswrun�o�or�mrsn oenv�saxsneswswr'mmFsaomN�asnv/cs000vwo�ono ' Funding info is N/A at this time. Funding info will be provided upon execution of Task Order No. 1. Project Number N/A Accounting Unit N/A Account N/A Activity N/A Account Category N/A Fund Name N/A Page 11 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS GOVIND DEVELOPMENT\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES GOVIND.DOC EXHIBIT A SAMPLE TASK ORDER This Task Order pertains to a Master Services Agreement for Professional Services by and between City of Corpus Christi, Texas (City) and "Company Name" (Consultant) dated , 2018 (Agreement). Consultant shall perform services on the project described below as provided in this Task Order and in the Agreement. This Task Order shall not be binding until it has been properly signed by both parties. Upon execution, this Task Order shall supplement the Agreement as it pertains to the project described below. TASK ORDER NO.: PROJECT NAME: 1. PROJECT DESCRIPTION 2. SCOPE OF SERVICES 3. COMPENSATION This Task Order is approved and Consultant may proceed. All other terms and conditions of the Agreement remain in full force and effect. CITY OF CORPUS CHRISTI GOVIND DEVELOPMENT, LLC Jeff H. Edmonds, P. E. Date Ajmer Kular, P. E. Date Director of Engineering Services Vice President 9510 Leopard Street Corpus Christi, TX 78410 (361) 241-2777 Office akular@govinddevelopment.com Master Services Agreement EXHIBIT B CONSULTANT PROPOSAL Master Services Agreement OF,AFD Govind DevelopmentLLC Engineering Division 9510 Leopard St DEVELOPMENT. LLC Corpus Christi,TX 78410 ;VGI EERINGleivrxxo; December 5, 2017 Jeff Edmonds, P.E. Director of Engineering Services City of Corpus Christi 1201 Leopard Street Corpus Christi,Texas 78401 RE: Street Feasibility Reports(Bond 2018, Prop 1) Engineering Fee Proposal for Master Services Agreement (MSA) Dear Mr. Edmonds, Govind Development, LLC(GDL) is pleased to provide our proposal to support the Bond 2018 Program Street Feasibility Reports. Below is the scope of work based on meetings and correspondence with City staff. Scope of Work The following work tasks will be provided for each Street Feasibility Report furnished by GDL: • Site investigation • Proposed recommended improvements • Record Drawing research • Opinion of Probable Construction Cost • Existing City utility research • Preliminary project schedule • Existing franchise utility research • Existing and Proposed Typical Sections • Evaluation of existing facilities (street • Strip Map and utilities) • Coordination meetings with City staff All deliverables will comply with the Report Format provided by City staff on November 20, 2017. GDL proposes to provide these engineering services under the Street Feasibility Reports(Bond 2018) MSA on a time and material basis for an amount not to exceed $300,000. All invoicing will be based on enclosed GDL Billing Rate Sheet. GDL will coordinate Task Orders in accordance with the MSA for each street assigned by City Engineering Services. If you have any questions, please contact me at (361) 241-2777 or mybarra@govinddevelopment.com. Respectfully, Ma`rcos'&arra, P.E. Lead Civil Engineer Govind Development, LLC— Engineering Division Encl.—GDL Billing Rates CONFIDENTIALITY NOTICE-This document is the property of Govind Development,LLC and contains information that is highly confidential,proprietary and Attorney/Client Privileged,and which Govind Development considers trade secrets and has diligently protected as such. It is intended only for the specific purpose for which it was prepared and ford isclosure only to the persons or entity to whom it is addressed. It may not bedisclosed to other parties without the express written consent of Govind Development,LLC.The unauthorized disclosure of any information contained in the Proposal will cause Govind Development great and irreparable harm EXHIBIT „B„ Page 1 of 1 EXHIBIT B-1 CONFIDENTIAL RATE SCHEDULE Rate sheets are confidential pursuant to section 552.104 of the Texas Government Code since release of this information would give advantage to a competitor or bidder. In addition, section 552.110 of the TX Govt. Code protects third party commercial and financial information if release of the information would cause the third party substantial competitive harm. DOCUMENTATION OF PROVISIONAL/OVERHEAD RATES: Overhead rate documentation has been provided to the City of Corpus Christi and was utilized in reviewing and approving the loaded hourly rates below. PRINCIPAL(S): HOURLY RATE ($/hr) 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. Master Services Agreement EXHIBIT C PAYMENT REQUEST FORM COMPLETE PROJECT NAME Project No.XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Current Previous Total Remaining Percent Basic Services: Contract Amd No. 1 Amd No.2 Contract Invoice Invoice Invoice Balance Complete Preliminary Phase $1,000.00 $0.00 $0.00 $1,000.00 $0.00 $1,000.00 $1,000.00 $0.00 100.0% Design Phase $2,000.00 $1,000.00 $0.00 $3,000.00 $1,000.00 $500.00 $1,500.00 $1,500.00 50.0% Bid Phase $500.00 $0.00 $250.00 $750.00 $0.00 $0.00 $0.00 $750.00 0.0% Construction Phase $2,500.00 $0.00 $1,000.00 $3,500.00 $0.00 $0.00 $0.00 $3,500.00 0.0% Subtotal Basic Services $6,000.00 $1,000.00 $1,250.00 $8,250.00 $1,000.00 $1,500.00 $2,500.00 $5,750.00 30.3% Additional Services: Permitting $2,000.00 $0.00 $0.00 $2,000.00 $500.00 $0.00 $500.00 $1,500.00 25.0% Warranty Phase $0.00 $1,120.00 $0.00 $1,120.00 $0.00 $0.00 $0.00 $1,120.00 0.0% Inspection $0.00 $0.00 $1,627.00 $1,627.00 $0.00 $0.00 $0.00 $1,627.00 0.0% Platting Survey TBD TBD TBD TBD TBD TBD TBD TBD TBD O&M Manuals TBD TBD TBD TBD TBD TBD TBD TBD TBD SCADA TBD1 TBD1 TBD1 TBD TBD TBD TBD TBD TBD Subtotal Additional Services $2,000.001 $1,120.001 $1,627.001 $4,747.00 $500.001 $0.00 $500.00 $4,247.00 10.5% Summary of Fees: Basic Services Fees $6,000.00 $1,000.00 $1,250.00 $8,250.00 $1,000.00 $1,500.00 $2,500.00 $5,750.00 30.3% Additional Services Fees $2,000.00 $1,120.00 $1,627.00 $4,747.00 $500.00 $0.00 $500.00 $4,247.001 10.506 Total of Fees $8,000.00 $2,120.00 $2,877.00 $12,997.00 $1,500.00 $1,500.00 $3,000.00 1 $9,997.001 23.1% Notes: If needed,update this sample form based on the contract requirements. EXHIBIT"C" If applicable,refer to the contract for information on what to include with time and materials(T&M). Page 1 of 1 Master Services Agreement EXHIBIT D 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, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements PROFESSIONAL LIABILITY $1,000,000 Per Claim (Errors and Omissions) 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 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 Master Services Agreement 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. Master Services Agreement SUPPLIER NUMBER Yw TO BE ASSIGNED BY'TMY -- PURCHASING DIVISION EXIIIBIT E City ty of CITY OF CORPUS CHRISTI 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 defmitions. COMPANY NAME: Govind Development,LLC P. O.BOX: STREET ADDRESS: 9510 Leopard Street CITY: Corpus Christi ZIP: 78410160 FIRM IS: I. Corporation B2. Partnership 3. Sole Owner F-14. Association 5. Other DISCLOSURE QUESTIONS If additional space is necessary,please use the reverse side of this page or attach separate sheet. 1. State the names of each `employee" of the City of Corpus Christi having an "ownership interest"constituting 3% or more of the ownership in the above named"firm." Name Job Title and City Department(if known) 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"frrn." Name Title N/A 3. State the names of each "board member"of the City of Corpus Christi having an"ownership interest"constituting 3%or more of the ownership in the above named"firm." Name Board, Commission or Committee N/A 4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who worked on any matter related to the subiect 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: Ajmer Kular,P.E. Title: Vice-President,C/S Manager {Type or Print) Signature of Certifying Date: 12/5/2017 Person: DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi,Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part-time basis,but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship, as self-employed person,partnership, corporation,joint stock company,joint venture, receivership or trust,and entities which for purposes of taxation are treated as non-profit organizations. c. "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. EXHIBIT F FORM 1295 CERTIFICATE OF INTERESTED PARTIES Master Services 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 I Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2017-291349 GOVIND DEVELOPMENT,LLC Corpus Christi,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 12/06/2017 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. 18020A Preliminary Engineering Street Feasibility and Cost Estimate Reports(Bond 2018) 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I intermediary Nadkarni,Govind Corpus Christi,TX United States X 6 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. ELISSA M MOLINA Notary ID# 130107855 My Commission Expires OWF February 6, 2019 Stature of authorized agent of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE pr Sworp Aand subscribed before me,by the said this the day of 20 to certify which,witness my hand and sWal of office. (V 01)e�cc ev� Signature of officer acirm4�g oath Printed name of officer administering oath Title of officer adfninistering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.3337 CITY OF CORPUS CHRISTI MASTER SERVICES AGREEMENT FOR PROFESSIONAL SERVICES Preliminary Engineering Street Feasibility and Cost Estimate Reports (Bond 2018) This Agreement is between 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 and HDR Engineering, a Nebraska Corporation, 555 N. Carancahua Street, Suite 1600, Corpus Christi, Texas 78401 (Consultant). TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I PROJECT TASK ORDER-------------------------------------------------------------------------------------2 ARTICLE II COMPENSATION-------------------------------------------------------------------------------------------------3 ARTICLE III QUALITY CONTROL PLAN .................................................................................4 ARTICLE IV INSURANCE REQUIREMENTS...........................................................................4 ARTICLE V INDEMNIFICATION----------------------------------------------------------------------------------------------4 ARTICLE VI TERM; RENEWALS; TIMES FOR RENDERING SERVICE.................................5 ARTICLE VII TERMINATION OF AGREEMENT .......................................................................5 ARTICLE VIII RIGHT OF REVIEW AND AUDIT.........................................................................6 ARTICLE IX OWNER REMEDIES --------------------------------------------------------------------------------------------6 ARTICLE X CONSULTANT REMEDIES----------------------------------------------------------------------------------7 ARTICLE XI CLAIMS AND DISPUTE RESOLUTION ...............................................................7 ARTICLE XII MISCELLANEOUS PROVISIONS........................................................................9 EXHIBITS Page 1 Rev. 17-12 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS HDR ENGINEERING\VERSION 2 EMAILED 2017- 12-08\2017-1208 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES(2).DOC i ARTICLE I —PROJECT TASK ORDER 1.1 This Agreement shall apply to as many tasks as City and Consultant agree will be performed under the terms and conditions of this Agreement. Each task Consultant performs for City hereunder shall be designated a Task Order. No Task Order shall be binding or enforceable unless and until it has been properly executed by both City and Consultant. Each properly executed Task Order shall become a separate supplemental agreement to this Agreement. 1.2 The Consultant shall provide its Scope of Services, to be included in each Task Order. 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 which would normally be required by law or common due diligence in accordance with the standard of care defined in Article XII of this Agreement. 1.3 Under this Agreement, Consultant will provide services on a Task Order basis for a range of services related to assisting Engineering Services with professional engineering, architecture and construction services related to execution of Capital Improvements Programs. All work will be subject to authorization from City. A detailed Scope of Services and fee estimate will be developed for each task prior to execution of work. 1.4 Consultant shall follow City Codes and Standards effective at the time of the execution of individual Task Orders. At review milestones, the Consultant and City will review the progress of the plans to ensure that City Codes and Standards are followed unless specifically and explicitly excluded from doing so in the approved Task Order. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.5 Consultant must perform tasks and submit deliverables as detailed in each approved Task Order. 1.6 Consultant must provide all labor,equipment and transportation necessary to complete all services agreed to 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 the subconsultant and the percentage of work performed by the subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.7 Consultant must not begin work on any Task Order authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. 1.8 --For design-servicesi Consultant agrees-to render-the profes-sionol-services--necessary-for-the-advancement •-ef the--Projec-t-through,.-F-inal-.Gompletion-.of-the--Gonstr-action--Genfiract.--m--Gonsultant-acknowledges and-- -accepts-its-responsiW]ities,--as-defined-and-de er+bed.-.in--the-.Guy's--General--Gondations-for.6onstrtrction -Contrats;ars--&xGerpt ef-which-is-attaohed-as c*" :- 11?-11',17 1.9 For projects that require subsurface utility investigation: 1.9.1 The Consultant agrees to prepare and submit to the City a signed and sealed report identifying all utilities within the project area at the Quality Level specified in the Task Order. It is assumed that all utilities will be identified using Quality Level A exploratory excavation unless stated otherwise. 1.9.2 Utilities that should be identified include, but are not limited to,City-owned utilities, local franchises, electric companies, communication companies, private pipeline companies and 3rd party owners/operators. Page 2 Rev. 17-12 KAENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS HDR ENGINEERING\VERSION 2 EMAILED 2017- 12-08\2017-1208 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES(2).DOC ARTICLE II —COMPENSATION 2.1 The Compensation for all services included in this Agreement and in the Scope of Services for this Agreement shall not exceed $300,000. 2.2 The Consultant's fee for each Task Order will be on a lump sum or time and materials (T&M) basis with a negotiated not-to-exceed amount. The fees will not exceed those identified and will be full and total compensation for all services outlined in each Task Order,and for all expenses incurred in performing these services. 2.3 Consultant shall submit a proposal to the City,which shall be incorporated into this agreement as Exhibit B, subject to approval by the City. 2.4 Consultant shall submit a Rate Schedule, shown in Exhibit B-1, with their proposal. The rate schedule shall remain 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. 2.5 Monthly invoices will be submitted in accordance with the Payment Request (Exhibit C). For T&M basis fees, Consultant shall submit documentation with the monthly invoice that shows who worked on the Project, the number of hours that each individual worked on the Project and reimbursables for that individual. 2.5.1 Principals may only bill at the hourly rate of Principals when acting in that capacity. Principals acting in the capacity of staff must bill at staff rates. The Consultant shall provide documentation with each payment request that clearly indicates how that individual's time is allocated and the justification for that allocation. 2.6 The anticipated fee structure under this agreement is as follows: DESCRIPTION NOT TO EXCEED AMOUNT Maximum Contract Amount $300,000.00 Task 1 —TBD TBD Task 2 —TBD TBD Task 3—TBD TBD Task 4 —TBD TBD Task 5—TBD TBD Task 6—TBD TBD 2.7 In the event of any dispute(s)between the Parties regarding the amount properly compensable for any Task Order 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 provided in this Agreement in a timely manner and as required by the terms thereof, any such claim shall be waived. 2.8 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. Page 3 Rev. 17-12 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS HDR ENGINEERING\VERSION 2 EMAILED 2017- 12-08\2017-1208 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES(2).DOC 2.9 Any fee payable under this Agreement is subject to the availability of funds. The Consultant may be directed to suspend work pending receipt and appropriation of funds. The right to suspend work under this provision does not relieve the City of its obligation to make payments in accordance with section 2.5 above for services provided up to the date of suspension. ARTICLE III —QUALITY CONTROL PLAN 3.1 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. 3.2 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 Opinion of Probable Cost(OPC) as needed. 3.3 Documents that do not meet City standards in effect at the time of the execution of a related Task Order may be rejected. If documents are found not to be in compliance with this Agreement, Consultant will not be compensated for having to resubmit documents. ARTICLE IV— INSURANCE REQUIREMENTS 4.1 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. 4.2 Insurance Requirements are shown in EXHIBIT D. ARTICLE V- INDEMNIFICATION Consultant shall fully indemnify and hold harmless the City of Corpus Christi and its officials, officers, agents, employees, 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. Page 4 Rev. 17-12 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS HDR ENGINEERING\VERSION 2 EMAILED 2017- 12-08\2017-1208 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES(2).DOC ARTICLE VI —TERM; RENEWALS; TIMES FOR RENDERING SERVICE 6.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 6.2 This Agreement shall be applicable to Task Order issued hereunder from the Effective Date of the Agreement until project is complete. 6.3 This service shall be for a period of one (1)year beginning on the Effective Date. The Agreement may be WFitiRg prier to the expiratiGR date of the prier term. ARY Gha4II -hP- a4t thP- Sa4MP- tprrns ;4nd plus aRy approved GhaRge&-. 6.4 The times for performing services or providing deliverables will be stated in each Task Order. If no times are so stated, Consultant will perform services and provide deliverables within a reasonable time. ARTICLE VII - TERMINATION OF AGREEMENT 7.1 By Consultant: 7.1.1 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. 7.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 7.2 By City: 7.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 7.2.2 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. 7.3 Termination Procedure 7.3.1 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. 7.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. 7.3.3 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 & Page 5 Rev. 17-12 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS HDR ENGINEERING\VERSION 2 EMAILED 2017- 12-08\2017-1208 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES(2).DOC 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. 7.3.4 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 VIII — RIGHT OF REVIEW AND AUDIT 8.1 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 is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 8.2 "Consultant's records" include any and all information, materials and data of every kind and character generated as a result of the Work under this Agreement. 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,federal and state tax filings for issue in questions and any and all other agreements, sources of information and matters that may, in City's judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 8.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's records only during City'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 or former 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. 8.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE IX—OWNER REMEDIES 9.1 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: 9.1.1 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; 9.1.2 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. 9.1.3 Losses are incurred because of defects, errors and 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 defects, errors and omissions in the Page 6 Rev. 17-12 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS HDR ENGINEERING\VERSION 2 EMAILED 2017- 12-08\2017-1208 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES(2).DOC documents. 9.2 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. 9.3 When the City incurs non-value added work costs for change orders due to design errors 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. 9.4 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. 9.5 The City may withhold or nullify the whole or part of any payment as detailed in Article II. ARTICLE X—CONSULTANT REMEDIES 10.1 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. 10.2 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XI —CLAIMS AND DISPUTE RESOLUTION 11.1 Filing of Claims 11.1.1 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. 11.1.2 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. 11.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 11.1.4 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 Alternative Dispute Resolution. 11.1.5 Pending final resolution of a claim, except as otherwise agreed in writing, Consultant shall proceed Page 7 Rev. 17-12 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS HDR ENGINEERING\VERSION 2 EMAILED 2017- 12-08\2017-1208 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES(2).DOC diligently with performance of the Agreement and City shall continue to make payments in accordance with this Agreement. 11.2 Alternative Dispute Resolution 11.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 11.2.2 Before invoking mediation or any other alternative dispute resolution(ADR)process set forth herein, 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 any other ADR process. 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 ADR process contained herein. 11.2.3 Mediation 11.2.3.1 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. 11.2.3.2 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. 11.2.3.3 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. 11.2.3.4 The parties shall share the mediator's fee. Venue for any mediation or lawsuit arising under this Agreement 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. 11.3 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 in this Agreement. 11.4 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. Page 8 Rev. 17-12 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS HDR ENGINEERING\VERSION 2 EMAILED 2017- 12-08\2017-1208 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES(2).DOC ARTICLE XII — MISCELLANEOUS PROVISIONS 12.1 Assignability. Neither party will assign, transfer or delegate any of its obligations or duties under this Agreement 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 orjoint 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. 12.2 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 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,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 professional engineer prior to re-use of modified plans. 12.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent engineers or architects practicing under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 12.4 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. 12.5 Entire Agreement. This Agreement, including Task Orders, 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. 12.6 Disclosure of Interest. (Exhibit E)Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract. 12.7 Certificate of Interested Parties. (Exhibit F). Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 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 Page 9 Rev. 17-12 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS HDR ENGINEERING\VERSION 2 EMAILED 2017- 12-08\2017-1208 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES(2).DOC (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—forml295.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:/twww.ethics.state.tx.us/legal/ch46.html. 12.8 Conflict of Interest. Consultant agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at htto://www.cctexas.com/govern men t/city-secretary/conflict-disclosu re/index 12.9 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. 12.10 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. 12.11 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant-prepared Exhibit A, Scope of Services or in any other document prepared by Consultant and included herein, is in conflict with Articles I - XII of this Agreement (Articles) and/or an approved Task Order,the Articles and/or the Task Order shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI HDR ENGINEERING Jeff H. Edmonds P. E. Date Arthur B. Colwell, P. E. Date Director of Engineering Services Vice President 555 N. Carancahua Street, Suite 1600 Corpus Christi, TX 78401 APPROVED AS TO LEGAL FORM (361) 696-3344 Office arthur.colwell@hdrinc.com Assistant City Attorney Date ATTEST Rebecca Huerta, City Secretary Page 10 Rev. 17-12 KAENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS HDR ENGINEERING\VERSION 2 EMAILED 2017- 12-08\2017-1208 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES(2).DOC Funding info is N/A at this time. Funding info will be provided upon execution of Task Order No. 1. Project Number N/A Accounting Unit N/A Account N/A Activity N/A Account Category N/A Fund Name N/A Page 11 Rev. 17-12 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS HDR ENGINEERING\VERSION 2 EMAILED 2017- 12-08\2017-1208 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES(2).DOC EXHIBIT A SAMPLE TASK ORDER This Task Order pertains to a Master Services Agreement for Professional Services by and between City of Corpus Christi, Texas (City) and "Company Name" (Consultant) dated , 2018 (Agreement). Consultant shall perform services on the project described below as provided in this Task Order and in the Agreement. This Task Order shall not be binding until it has been properly signed by both parties. Upon execution, this Task Order shall supplement the Agreement as it pertains to the project described below. TASK ORDER NO.: PROJECT NAME: 1. PROJECT DESCRIPTION 2. SCOPE OF SERVICES 3. COMPENSATION This Task Order is approved and Consultant may proceed. All other terms and conditions of the Agreement remain in full force and effect. CITY OF CORPUS CHRISTI HDR ENGINEERING Jeff H. Edmonds, P. E. Date Arthur B. Colwell, P. E. Date Director of Engineering Services Vice President 555 N. Carancahua Street, Suite 1600 Corpus Christi, TX 78401 (361) 696-3344 Office arthur.colwell@hdrinc.com Master Services Agreement EXHIBIT B CONSULTANT PROPOSAL Master Services Agreement F)l December 6, 2017 MCN 10069913 Mr. Jeff Edmonds, P.E. Director, Capital Programs City of Corpus Christi P.O. Box 9277 Corpus Christi, TX 78469-9277 RE: MASTER SERVICES AGREEMENT (MSA) FOR STREET FEASIBILITY STUDIES Dear Mr. Edmonds: Thank you for inviting HDR to participate in supporting Engineering Services in the development of the Bond 2018 program. Attached is an MSA with a not to exceed amount of $300,000.00 for developing street feasibility reports to help with that effort. Thank you again for considering us for this project. Please do not hesitate to contact Samuel Saldivar, Jr. at 361-696-3325 if you have questions or require any additional information. Sincerely, HDR ENGINEERING, INC. Samuel Saldivar, Jr., P.E. Arthur B. Colwell, P.E. Civil Program Leader Managing Principal/Vice President Attachment: MSA r i r i L' j GtH nin a:.cttia 555 N. Carancahua, Suite 1600, Corpus Christi,TX 78401 Texas P.E. Firm Registration No. 754 361-696-3300 EXHIBIT "B" Page 1 of 3 Exhibit B General Scope of Services The intent of this contract is to provide the street feasibility reports to Engineering Services for their use in continued development of individual project scope(s) and budget(s), for prospective CIP and Bond 2018 projects. The content of the street feasibility report follows the Street Feasibility(Bond 2018, Prop 1 & 2) Report Format Requirements (Exhibit B-2) as provided by the City with the following assumptions and exceptions: The City will provide Current GIS base files for City utilities (water, waste water, storm water, gas, traffic signal conduit, IT)on a DVD or other convenient transportable digital media Opinion of Probable Construction Cost (OPCC) spreadsheet showing the City's preferred format (section arrangement, pay item descriptions) Unit cost range for each item listed in the City provided OPCC Current pavement PCI value for said street Current Urban Transportation Plan Map Current Urban Transportation Plan Text Current Traffic Counts for said street Current City Master Plans (water, waste water, storm water, gas, traffic signals, IT) 1 week turn-around review cycles HDR will provide 1 site visit (EIT & CAD)for initial assessment and photographs 1 site visit (EIT & CAD)for SUE record(s) validation and documentation (3 d Party, City) 1 meeting (Sr Engr)with all City Utility Departments Call to Texas 811 for utility field locates Correspondence (Sr Engr& Prj Engr)with City Traffic Engineering and IT Department to field mark their utility lines Recommendations for proposed City Utilities (water, waste water, gas, traffic signals, and IT) based on City staff feedback, master plans, and field observations. Recommendations for proposed City storm water based on City staff feedback, master plans, and field observations Exhibit B EXHIBIT "B" Page 2 of 3 Recommendations for pavement structure based on experience and observations of City pavement performance. No geotechnical investigation will be utilized for this project. 1 Existing Conditions Strip Map for the report (base files for strip map will be GIS and Arc-GIS derived). No topographic survey will be collected for this project. 1 Proposed Conditions Strip Map for the report (proposed line work for strip map is for planning purposes only and not intended for construction purposes) Exceptions to the Report Format Requirements Subsurface Utility Engineering (SUE)will be limited to Quality Level D, not Quality Level C. The above general scope of services will serve as a starting point for Exhibit A task orders requested by the City. At the request of the City, HDR will complete an Exhibit A to conform to the details of the City assigned street section. Exhibit B EXHIBIT "B" Page 3 of 3 EXHIBIT B-1 CONFIDENTIAL RATE SCHEDULE 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. 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. PRINCIPAL(S): HOURLY RATE ($/hr) 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. Master Services Agreement EXHIBIT C PAYMENT REQUEST FORM COMPLETE PROJECT NAME Project No.XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Current Previous Total Remaining Percent Basic Services: Contract Amd No. 1 Amd No.2 Contract Invoice Invoice Invoice Balance Complete Preliminary Phase $1,000.00 $0.00 $0.00 $1,000.00 $0.00 $1,000.00 $1,000.00 $0.00 100.0% Design Phase $2,000.00 $1,000.00 $0.00 $3,000.00 $1,000.00 $500.00 $1,500.00 $1,500.00 50.0% Bid Phase $500.00 $0.00 $250.00 $750.00 $0.00 $0.00 $0.00 $750.00 0.0% Construction Phase $2,500.00 $0.00 $1,000.00 $3,500.00 $0.00 $0.00 $0.00 $3,500.00 0.0% Subtotal Basic Services $6,000.00 $1,000.00 $1,250.00 $8,250.00 $1,000.00 $1,500.00 $2,500.00 $5,750.00 30.3% Additional Services: Permitting $2,000.00 $0.00 $0.00 $2,000.00 $500.00 $0.00 $500.00 $1,500.00 25.0% Warranty Phase $0.00 $1,120.00 $0.00 $1,120.00 $0.00 $0.00 $0.00 $1,120.00 0.0% Inspection $0.00 $0.00 $1,627.00 $1,627.00 $0.00 $0.00 $0.00 $1,627.00 0.0% Platting Survey TBD TBD TBD TBD TBD TBD TBD TBD TBD O&M Manuals TBD TBD TBD TBD TBD TBD TBD TBD TBD SCADA TBD1 TBD1 TBD1 TBD TBD1 TBD TBD TBD TBD Subtotal Additional Services $2,000.001 $1,120.001 $1,627.001 $4,747.00 $500.001 $0.00 $500.00 $4,247.00 10.5% Summary of Fees: Basic Services Fees $6,000.00 $1,000.00 $1,250.00 $8,250.00 $1,000.00 $1,500.00 $2,500.00 $5,750.00 30.3% Additional Services Fees $2,000.00 $1,120.00 $1,627.00 $4,747.00 $500.00 $0.00 $500.00 $4,247.001 10.506 Total of Fees $8,000.00 $2,120.00 $2,877.00 $12,997.00 $1,500.00 $1,500.00 $3,000.00 1 $9,997.001 23.1% Notes: If needed,update this sample form based on the contract requirements. EXHIBIT"C" If applicable,refer to the contract for information on what to include with time and materials(T&M). Page 1 of 1 Master Services Agreement EXHIBIT D 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, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements PROFESSIONAL LIABILITY $1,000,000 Per Claim (Errors and Omissions) 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 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 Master Services Agreement 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. Master Services Agreement --.— — SUPPLIER NUMBER TO BE ASSIGNED BY CITY PURCHASING DIVISION (.'ity of Corpus EXHIBIT E 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: HDR Engineering,Inc. P. O.BOX: STREET ADDRESS: 555 N Carancahua, Suite 1600 CITY: Corpus Christi ZIP: 78401 FIRM IS: 1. Corporation ® 2. Partnership ❑ 3. Sole Owner ❑ 4. Association 5. Other DISCLOSURE QUESTIONS If additional space is necessary,please use the reverse side of this page or attach separate sheet. 1. State the names of each"employee"of the City of Corpus Christi having an"ownership interest"constituting 3%or more of the ownership in the above named"firm." Name Job Title and City Department(if known) N/A 2. State the names of each"official"of the City of Corpus Christi having an"ownership interest"constituting 3%or more of the ownership in the above named"firm." Name Title N/A 3. State the names of each"board member"of the City of Corpus Christi having an"ownership interest" constituting 3%or more of the ownership in the above named"firm." Name Board, Commission or Committee N/A 4. State the names of each employee or officer of a"consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an"ownership interest"constituting 3%or more of the ownership in the above named"firm." Name Consultant N/A Master Services Agreement 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: Arthur a Colwell Title: Vice President (Type or Print) Signature of Certifying � Date: Person: 12/5/2017 DEFINITIONS a. `Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof. c. "Employee." Any person employed by the City of Corpus Christi,Texas either on a full or part-time basis,but not as an independent contractor. d. "Firm." Any entity operated for economic gain,whether professional,industrial or commercial,and whether established to produce or deal with a product or service,including but not limited to,entities operated in the form of sole proprietorship, as self-employed person,partnership, corporation,joint stock company,joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor,members of the City Council, City Manager, Deputy City Manager,Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f "Ownership Interest." Legal or equitable interest,whether actually or constructively held,in a firm,including when such interest is held through an agent, trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts,proxies, or special terms of venture or partnership agreements." g. "Consultant."Any person or firm, such as engineers and architects,hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. Master Services Agreement EXHIBIT F FORM 1295 CERTIFICATE OF INTERESTED PARTIES Master Services Agreement Exhibit E CERTIFICATE OF INTERESTED PARTIES FORM 1295 10f1 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. 2017-291474 HDR Engineering, Inc. Corpus Christi,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 12/06/2017 being filed. City of Corpus Christi,TX Date Acknowledged: 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. I 18027A Project No. 18027A Leopard Street from Palm Dr to Nueces Bay Blvd.; Preliminary Engineering Street Feasibility and Cost Estimate Reports(Bond 2018) Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary HDR, Inc. Omaha, NE United States X Felker, Brent Davis, CA United States X O'Reilly,Charles Boston, MA United States X Lecureux, David Denver, CO United States X Little,George Omaha, NE United States X Keen, Eric Omaha, NE United States X 5 Check only if there is NO Interested Party. ❑ 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. PRISCILLA SMHIT �v �tt *' MY COMMISSION EXPIRES ;r y_ August 2,2018 d „„ f+ '"k, . •.W F,4f Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE Sworn to and subscribed before me,by the said —+ U 4C � ,this the— day of � -6 20_1_:Z to certify which,witness my hand and seal of office. r C,ti / / IiltYt�ry 4t, 4��5 . 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 V1.0.3337 CITY OF CORPUS CHRISTI MASTER SERVICES AGREEMENT FOR PROFESSIONAL SERVICES Preliminary Engineering Street Feasibility and Cost Estimate Reports (Bond 2018) This Agreement is between 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 and Munoz Engineering, LLC, a Texas Limited Liability Company, 1608 S. Brownlee Boulevard, Corpus Christi, Texas 78404 (Consultant). TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I PROJECT TASK ORDER-------------------------------------------------------------------------------------2 ARTICLE II COMPENSATION-------------------------------------------------------------------------------------------------2 ARTICLE III QUALITY CONTROL PLAN .................................................................................4 ARTICLE IV INSURANCE REQUIREMENTS...........................................................................4 ARTICLE V INDEMNIFICATION----------------------------------------------------------------------------------------------4 ARTICLE VI TERM; RENEWALS; TIMES FOR RENDERING SERVICE.................................5 ARTICLE VII TERMINATION OF AGREEMENT .......................................................................5 ARTICLE VIII RIGHT OF REVIEW AND AUDIT.........................................................................6 ARTICLE IX OWNER REMEDIES --------------------------------------------------------------------------------------------6 ARTICLE X CONSULTANT REMEDIES----------------------------------------------------------------------------------7 ARTICLE XI CLAIMS AND DISPUTE RESOLUTION...............................................................7 ARTICLE XII MISCELLANEOUS PROVISIONS........................................................................9 EXHIBITS Page 1 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS MUNOZ ENGINEERING\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES MUNOZ.DOC ARTICLE I — PROJECT TASK ORDER 1.1 This Agreement shall apply to as many tasks as City and Consultant agree will be performed under the terms and conditions of this Agreement. Each task Consultant performs for City hereunder shall be designated a Task Order. No Task Order shall be binding or enforceable unless and until it has been properly executed by both City and Consultant. Each properly executed Task Order shall become a separate supplemental agreement to this Agreement. 1.2 The Consultant shall provide its Scope of Services, to be included in each Task Order. 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 which would normally be required by law or common due diligence in accordance with the standard of care defined in Article XII of this Agreement. 1.3 Under this Agreement, Consultant will provide services on a Task Order basis for a range of services related to assisting Engineering Services with professional engineering, architecture and construction services related to execution of Capital Improvements Programs. All work will be subject to authorization from City. A detailed Scope of Services and fee estimate will be developed for each task prior to execution of work. 1.4 Consultant must complywith City standards, as specified in the Unified Development Code(UDC)or Code of Ordinances, as applicable, throughout the duration of the Project, unless specifically and explicitly excluded from doing so in the approved Task Order. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.5 Consultant must perform tasks and submit deliverables as detailed in each approved Task Order. 1.6 Consultant must provide all labor, equipment and transportation necessary to complete all services agreed to 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 the subconsultant and the percentage of work performed by the subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.7 Consultant must not begin work on any Task Order authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. 1.8 For design services, Consultant agrees to render the professional services necessaryforthe advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities, as defined and described in the City's General Conditions for Construction Contracts, an excerpt of which is attached as Exhibit G. ARTICLE II —COMPENSATION 2.1 The Compensation for all services included in this Agreement and in the Scope of Services for this Agreement shall not exceed $300,000. 2.2 The Consultant's fee for each Task Order will be on a lump sum or time and materials (T&M) basis with a negotiated not-to-exceed amount. The fees will not exceed those identified and will be full and total compensation for all services outlined in each Task Order,and for all expenses incurred in performing these services. Page 2 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS MUNOZ ENGINEERING\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES MUNOZ.DOC 2.3 Consultant shall submit a proposal to the City,which shall be incorporated into this agreement as Exhibit B, subject to approval by the City. 2.4 Consultant shall submit a Rate Schedule, shown in Exhibit B-1, with their proposal. The rate schedule shall remain 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. 2.5 Monthly invoices will be submitted in accordance with the Payment Request (Exhibit C). For T&M basis fees, Consultant shall submit documentation with the monthly invoice that shows who worked on the Project, the number of hours that each individual worked on the Project and reimbursables for that individual. 2.5.1 Principals may only bill at the hourly rate of Principals when acting in that capacity. Principals acting in the capacity of staff must bill at staff rates. The Consultant shall provide documentation with each payment request that clearly indicates how that individual's time is allocated and the justification for that allocation. 2.6 The anticipated fee structure under this agreement is as follows: DESCRIPTION NOT TO EXCEED AMOUNT Maximum Contract Amount $300,000.00 Task 1 —TBD TBD Task 2 —TBD TBD Task 3—TBD TBD Task 4 —TBD TBD Task 5—TBD TBD Task 6—TBD TBD 2.7 All services shall be performed and the applicable standard of professional care set forth herein and to City's satisfaction,which satisfaction shall be judged by the Director in his/her sole discretion. City shall not be liable for any payment under this Agreement for services which are unsatisfactory and which previously have not been approved by the Director. 2.8 In the event of any dispute(s)between the Parties regarding the amount properly compensable for any Task Order 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 provided in this Agreement in a timely manner and as required by the terms thereof, any such claim shall be waived. 2.9 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. 2.10 Any fee payable under this Agreement is subject to the availability of funds. The Consultant may be directed to suspend work pending receipt and appropriation of funds. Page 3 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS MUNOZ ENGINEERING\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES MUNOZ.DOC ARTICLE III —QUALITY CONTROL PLAN 3.1 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. 3.2 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 Opinion of Probable Cost(OPC) as needed. 3.3 Documents that do not meet City standards may be rejected. Consultant will not be compensated for having to resubmit documents. ARTICLE IV— INSURANCE REQUIREMENTS 4.1 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. 4.2 Insurance Requirements are shown in EXHIBIT D. ARTICLE V- 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. Page 4 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS MUNOZ ENGINEERING\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES MUNOZ.DOC ARTICLE VI —TERM; RENEWALS; TIMES FOR RENDERING SERVICE 6.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 6.2 This Agreement shall be applicable to Task Order issued hereunder from the Effective Date of the Agreement until project is complete. 6.3 This service shall be for a period of one (1)year beginning on the Effective Date. The Agreement may be WFitiRg prier to the expiratiGR date of the prier term. ARY Gha4II -hP- a4t thP- Sa4MP- tprrns ;4nd plus aRy approved GhaRge&-. 6.4 The times for performing services or providing deliverables will be stated in each Task Order. If no times are so stated, Consultant will perform services and provide deliverables within a reasonable time. ARTICLE VII - TERMINATION OF AGREEMENT 7.1 By Consultant: 7.1.1 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. 7.1.2 The Consultant must follow the Termination Procedure outlined in this Agreement. 7.2 By City: 7.2.1 The City may terminate this agreement for convenience upon seven days written notice to the Consultant at the address of record. 7.2.2 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. 7.3 Termination Procedure 7.3.1 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. 7.3.2 Consultant shall submit all completed and/or partially completed work under this Agreement, including but not limited to specifications, designs, plans and exhibits. Page 5 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS MUNOZ ENGINEERING\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES MUNOZ.DOC 7.3.3 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. 7.3.4 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 VIII — RIGHT OF REVIEW AND AUDIT 8.1 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 is an ongoing dispute under this Agreement, then such retention period shall extend until final resolution of the dispute. 8.2 "Consultant's records" include any and all information, materials and data of every kind and character generated as a result of the Work under this Agreement. 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,federal and state tax filings for issue in questions and any and all other agreements, sources of information and matters that may, in City's judgment, have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Agreement Documents. 8.3 City agrees that it shall exercise the right to audit, examine or inspect Consultant's records only during City'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 or former 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. 8.4 Consultant shall include this audit clause in any subcontractor, supplier or vendor contract. ARTICLE IX—OWNER REMEDIES 9.1 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: 9.1.1 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; 9.1.2 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. Page 6 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS MUNOZ ENGINEERING\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES MUNOZ.DOC 9.1.3 Losses are incurred because of defects, errors and 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 defects, errors and omissions in the documents. 9.2 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. 9.3 When the City incurs non-value added work costs for change orders due to design errors 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. 9.4 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. 9.5 The City may withhold or nullify the whole or part of any payment as detailed in Article II. ARTICLE X—CONSULTANT REMEDIES 10.1 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. 10.2 If Consultant requests a remedy for a condition not specified above, Consultant must file a Claim as provided in this Agreement. ARTICLE XI —CLAIMS AND DISPUTE RESOLUTION 11.1 Filing of Claims 11.1.1 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. 11.1.2 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. 11.1.3 The responsibility to substantiate a claim rests with the party making the Claim. 11.1.4 Within thirty(30)calendar days of receipt of notice and supporting documentation, City will meet to Page 7 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS MUNOZ ENGINEERING\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES MUNOZ.DOC 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 Alternative Dispute Resolution. 11.1.5 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. 11.2 Alternative Dispute Resolution 11.2.1 All negotiations pursuant to this clause are confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence. 11.2.2 Before invoking mediation or any other alternative dispute resolution(ADR)process set forth herein, 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 any other ADR process. 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 ADR process contained herein. 11.2.3 Mediation 11.2.3.1 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. 11.2.3.2 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. 11.2.3.3 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. 11.2.3.4 The parties shall share the mediator's fee. Venue for any mediation or lawsuit arising under this Agreement 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. 11.3 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 in this Agreement. 11.4 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. Page 8 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS MUNOZ ENGINEERING\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES MUNOZ.DOC ARTICLE XII — MISCELLANEOUS PROVISIONS 12.1 Assignability. The Consultant will not assign, transfer or delegate any of its obligations or duties in this Agreement to any other person without the prior written consent of the City, except for routine duties delegated to personnel of the Consultant staff. If the Consultant is a partnership, then in the event of the termination of the partnership, this contract will inure to the individual benefit of such partner or partners as the City may designate. No part of the Consultant fee may be assigned in advance of receipt by the Consultant without written consent of the City. The City will not pay the fees of expert or technical assistance and consultants unless such employment, including the rate of compensation, has been approved in writing by the City. 12.2 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 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,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 professional engineer prior to re-use of modified plans. 12.3 Standard of Care. Services provided by Consultant under this Agreement shall be performed with the professional skill and care ordinarily provided by competent engineers or architects practicing under the same or similar circumstances and professional license; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer or architect. 12.4 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. 12.5 Entire Agreement. This Agreement, including Task Orders, 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. 12.6 Disclosure of Interest. (Exhibit E)Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract. 12.7 Certificate of Interested Parties. (Exhibit F). Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 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 Page 9 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS MUNOZ ENGINEERING\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES MUNOZ.DOC (2) a person who actively participates in facilitating a contractor 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 hftps://www.ethics.state.tx.us/whatsnew/elf—info—forml295.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. 12.8 Conflict of Interest. Consultant agrees to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office, if required. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/government/city-secretary/conflict-disclosure/index 12.9 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. 12.10 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, impairor 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. 12.11 Conflict Resolution Between Documents. Consultant hereby agrees and acknowledges if anything contained in the Consultant-prepared Exhibit A, Scope of Services or in any other document prepared by Consultant and included herein, is in conflict with Articles I - XII of this Agreement (Articles) and/or an approved Task Order, the Articles and/or the Task Order shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI MUNOZ ENGINEERING, LLC Wr . Jeff H. Edmonds, P. E. Date t 12/11/17 Director of Engineering Services Ramiro Muno , III, P. E. Date Principal 1608 S. Brownlee Boulevard APPROVED AS TO LEGAL FORM Corpus Christi, TX 78404 (361) 946-4848 Office (361) 265-0562 Fax Assistant City Attorney Date ram@munozengrg.com ATTEST Rebecca Huerta, City Secretary Page 10 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS MUNOZ ENGINEERING\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES MUNOZ.DOC Funding info is N/A at this time. Funding info will be provided upon execution of Task Order No. 1. Project Number N/A Accounting Unit N/A Account N/A Activity N/A Account Category N/A Fund Name N/A Page 11 Rev. 17-9 K:\ENGINEERING DATAEXCHANGE\VELMAP\STREET\PRELIM ENGR STREET FEASIBILITY COST ESTIMATE REPORTS BOND 2018\STREETS MUNOZ ENGINEERING\2016-0907 MASTER SERVICES AGREEMENT-PROFESSIONAL SERVICES MUNOZ.DOC EXHIBIT A SAMPLE TASK ORDER This Task Order pertains to a Master Services Agreement for Professional Services by and between City of Corpus Christi, Texas (City) and "Company Name" (Consultant) dated , 2018 (Agreement). Consultant shall perform services on the project described below as provided in this Task Order and in the Agreement. This Task Order shall not be binding until it has been properly signed by both parties. Upon execution, this Task Order shall supplement the Agreement as it pertains to the project described below. TASK ORDER NO.: PROJECT NAME: 1. PROJECT DESCRIPTION 2. SCOPE OF SERVICES 3. COMPENSATION This Task Order is approved and Consultant may proceed. All other terms and conditions of the Agreement remain in full force and effect. CITY OF CORPUS CHRISTI MUNOZ ENGINEERING, LLC Jeff H. Edmonds, P. E. Date Ramiro Munoz, III, P. E. Date Director of Engineering Services Principal 1608 S. Brownlee Boulevard Corpus Christi, TX 78404 (361) 946-4848 Office (361) 265-0562 Fax ram@munozengrg.com Master Services Agreement EXHIBIT B CONSULTANT PROPOSAL Master Services Agreement MUNOZ ENGINEERING TBPE FIRM No. 12240 Practical Engineering Solutions December 4, 2017 City of Corpus Christi — Engineering Department 1201 Leopard Street Corpus Christi, Texas 78401 Attn: Chris Hale, Major Projects Engineer Re: Proposal for Engineering Services Preliminary Engineering Street Feasibility Report (Bond 2018) Master Service Agreement Mr. Hale, Munoz Engineering, LCC (ME, LLC) is pleased to submit this proposal for engineering services. ME, LLC proposes to perform said services and all acts attendant thereto with a reasonable standard of care. Our proposed scope of work is as follows: Preliminary Engineering Street Feasibility Report 1 Review of preliminary project data. 2 Perform on-site evaluation of existing conditions. 3 Review of information provided by City staff. 4 Prepare one (1) Preliminary Engineering Street Feasibility Report for up to a total of Six (6) streets that includes the following: A.) Cover Sheet B.) Executive Summary which includes the following: 1 Project description, 2 Opinion of Probable Cost (OPCC) Summary, 3 Project timetable, 4 Location map C.) Project Report which includes the following: 1 Project Description a Bond 2018 language b Location c Existing conditions i Existing utility type and location will be determined by Subsurface Utility Engineering Level D (QL-D) d Proposed construction e Agency/ Permit coordination f Land acquisition g Other project elements 2 Opinion of Probable Cost a Summary Table of all costs b Opinion of Probable Cost Assumptions c Opinion of Probable Cost form 3 Project Timetable/ Schedule 4 Street Section a Existing section b Proposed section 5 Project Site Photographs 6 Strip Map a Graphically representing the proposed street improvements 1608 S. BROWNLEE BLVD.*CORPUS CHRISTI,TX 78404-(0)361-946-4848-(F)361-265-0562 EXHIBIT "B" Page 1 of 3 MUNOZ ENGINEERING TBPE FIRM No. 12240 Practical Engineering Solutions b Graphically representing any utility improvements. 5 Attendance at a total of three (3) Meetings with City Staff regarding the Preliminary Engineering Street Feasibility Report for each street. Additional meetings with City Staff will be at an hourly rate as per Munoz Engineering 2018 Rate Sheet (Attachment A). 6 Submittal A.) Each street will consist of the following submittals: 1 One (1) Draft Report consisting of one (1) hard copy and one (1) electronic version. 2 One (1) Final Report consisting of one (1) hard copy in a One-inch (1") three ring binder and one (1) electronic version. 7 Schedule A.) Eight (8) weeks after receiving the Notice to Proceed, ME will deliver to the City the Draft Report(s)for up to Six (6) Streets. B.) It is anticipated that the City will review the reports for two (2)weeks. C.) Two (2)weeks after receiving comments per street, ME will deliver the Final Report(s). ITEMS TO BE PROVIDED BY CLIENT: 1 Provide access to site. 2 Provide construction /as-builts drawings for the existing street. 3 Provide utility base maps in electronic format of the subject street and adjacent for up to 1/2-mile on either side of subject street. 4 Provide information regarding proposed street and utility work along subject street and adjacent for up to 1/2-mile on either side of subject street. 5 Provide preliminary pavement sections for each street. ME, LLC proposes to perform the scope of work for an not to exceed amount of: Engineering Services $ 300,000.00 We appreciate the opportunity to assist you in this matter and if you have any comments or questions please contact call me at (361) 946-4848 or e-mail me at rama-munozengrq.com . Sincerely, MUNOZ ENGINEERING TBPE FIRM No. 12240 Ramiro Munoz I I, PE, MLSE Principal/Project Manager 1608 S. BROWNLEE BLVD. CORPUS CHRISTI,TX 78404 (0)361-946-4848 (F)361-265-0562 EXHIBIT "B" Page 2 of 3 MUNOZ ENGINEERING TBPE FIRM No. 12240 Practical Engineering Solutions For payment services, invoice to: Firm: Attn: Address: Title: City: State: Zip Code: Phone: Fax: Email Address: ** Payment is due upon receipt of the invoice. Please remit to the above address and reference your invoice number on payment. 1608 S. BROWNLEE BLVD.*CORPUS CHRISTI,TX 78404-(0)361-946-4848-(F)361-265-0562 EXHIBIT "B" Page 3 of 3 EXHIBIT B-1 CONFIDENTIAL RATE SCHEDULE 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. 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. PRINCIPAL(S): HOURLY RATE ($/hr) 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. Master Services Agreement EXHIBIT C PAYMENT REQUEST FORM COMPLETE PROJECT NAME Project No.XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Current Previous Total Remaining Percent Basic Services: Contract Amd No. 1 Amd No.2 Contract Invoice Invoice Invoice Balance Complete Preliminary Phase $1,000.00 $0.00 $0.00 $1,000.00 $0.00 $1,000.00 $1,000.00 $0.00 100.0% Design Phase $2,000.00 $1,000.00 $0.00 $3,000.00 $1,000.00 $500.00 $1,500.00 $1,500.00 50.0% Bid Phase $500.00 $0.00 $250.00 $750.00 $0.00 $0.00 $0.00 $750.00 0.0% Construction Phase $2,500.00 $0.00 $1,000.00 $3,500.00 $0.00 $0.00 $0.00 $3,500.00 0.0% Subtotal Basic Services $6,000.00 $1,000.00 $1,250.00 $8,250.00 $1,000.00 $1,500.00 $2,500.00 $5,750.00 30.3% Additional Services: Permitting $2,000.00 $0.00 $0.00 $2,000.00 $500.00 $0.00 $500.00 $1,500.00 25.0% Warranty Phase $0.00 $1,120.00 $0.00 $1,120.00 $0.00 $0.00 $0.00 $1,120.00 0.0% Inspection $0.00 $0.00 $1,627.00 $1,627.00 $0.00 $0.00 $0.00 $1,627.00 0.0% Platting Survey TBD TBD TBD TBD TBD TBD TBD TBD TBD O&M Manuals TBD TBD TBD TBD TBD TBD TBD TBD TBD SCADA TBD1 TBD1 TBD1 TBD TBD TBD TBD TBD TBD Subtotal Additional Services $2,000.001 $1,120.001 $1,627.001 $4,747.00 $500.001 $0.00 $500.00 $4,247.00 10.5% Summary of Fees: Basic Services Fees $6,000.00 $1,000.00 $1,250.00 $8,250.00 $1,000.00 $1,500.00 $2,500.00 $5,750.00 30.3% Additional Services Fees $2,000.00 $1,120.00 $1,627.00 $4,747.00 $500.00 $0.00 $500.00 $4,247.001 10.506 Total of Fees $8,000.00 $2,120.00 $2,877.00 $12,997.00 $1,500.00 $1,500.00 $3,000.00 1 $9,997.001 23.1% Notes: If needed,update this sample form based on the contract requirements. EXHIBIT"C" If applicable,refer to the contract for information on what to include with time and materials(T&M). Page 1 of 1 Master Services Agreement EXHIBIT D 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, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements PROFESSIONAL LIABILITY $1,000,000 Per Claim (Errors and Omissions) 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 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 Master Services Agreement 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. Master Services Agreement ,1 SUPPLIER NUMBER �1 TO BE ASSIGNED BY CITY PURCHASING DIVISION EXHIBIT "E" City of CITY OF CORPUS CHRISTI Carpus 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: MUNOZ ENGINEERING,LLC P. O.BOX: STREET ADDRESS: 1608 S.BROWNLEE BLVD CITY: CORPUS CHRISTI ZIP: 78404 FIRM IS: I. Corporation X 2. Partnership ❑ 3. Sole Owner 4. Association ❑ 5. Other ❑ ❑ DISCLOSURE QUESTIONS If additional space is necessary,please use the reverse side of this page or attach separate sheet. 1. State the names of each"employee"of the City of Corpus Christi having an"ownership interest" constituting 3%or more of the ownership in the above named"firm." Name Job Title and City Department(if known) 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 Ramiro Munoz III,PE Building Code Board of Appeals 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: Ramiro Munoz III Title: Principal (Type or Print) � 7 ,Nh Signature of Certifying ��,( � ��- Date: 12/06/2017 Person: � DEFINITIONS a. "Board member." A member of any board, commission, or committee appointed by the City Council of the City of Corpus Christi, Texas. b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an effect on that interest that is distinguishable from its effect on members of the public in general or a substantial segment thereof c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part-time basis,but not as an independent contractor. d. "Firm." Any entity operated for economic gain, whether professional, industrial or commercial, and whether established to produce or deal with a product or service, including but not limited to, entities operated in the form of sole proprietorship,as self-employed person, partnership, corporation,joint stock company,joint venture, receivership or trust, and entities which for purposes of taxation are treated as non-profit organizations. e. "Official." The Mayor,members of the City Council, City Manager,Deputy City Manager, Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of Corpus Christi, Texas. f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a firm,including when such interest is held through an agent,trust, estate, or holding entity. "Constructively held" refers to holdings or control established through voting trusts, proxies, or special terms of venture or partnership agreements.,, g. "Consultant."Any person or firm,such as engineers and architects,hired by the City of Corpus Christi for the purpose of professional consultation and recommendation. EXHIBIT F FORM 1295 CERTIFICATE OF INTERESTED PARTIES Master Services 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 it there are no interested parties. CERTIFICATION OF FILING I Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2017-291484 MunCor,LLC DBA Munoz Engineering Corpus Christi,TX United States Date Filed: i- iffa—me ofjovernmentall entity or state agency that is a party to the c—ontrazi 16F'wr11cTE;rG—,, 12106/2017 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 18021A Engineering Services 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controllingi Intermediary Munoz, III,Ramiro Corpus Christi,TX United States X 5 Check only if there Is NO Interested Party. 6 AFFIDAVIT I swear,or affirm,under penalty of penury,that the above disclosure is true and correct. ANDREA JEM CHISOLM *Wy 10 0 128513214 my com"S"EXPIM Januuy 28,2019 SIgn`atu'rTbVD1hAzed agent of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE ! Sworn to and subscribed before me,by the said this the day o 20j'�,to certify which,witness my hand and seat of office. 10 Signature of officer administering oath Printed name of officer administering oath Tide of officer admink ri g oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.3337 gyus ct,� AGENDA MEMORANDUM hOOHPOPP`E xs�2 Action Item for the City Council Meeting of December 19, 2017 DATE: December 19, 2017 TO: Margie C. Rose, City Manager FROM: E. Jay Ellington, Director of Parks and Recreation Department JayEll(a-b-cctexas.com (361) 826-3464 Jim Davis, Director of Fleet Maintenance jimd(a�cctexas.com (361) 826-1909 Kim Baker, Assistant Director of Financial Services-Purchasing Division Kim B2(ab-cctexas.com (361) 826-3169 Purchase of Ford Trucks for Beach Operations CAPTION: Motion authorizing the City Manager, or designee, to purchase six 2017 Ford F-250 trucks and one 2018 Ford F-350 Service Truck for beach operations from AutoNation Ford, of Corpus Christi, Texas, based on Request for Bids (RFB) No. 261 based on the lowest responsive, responsible bid for an amount of$252,250. PURPOSE: This item is to approve the purchase of trucks for beach operations. BACKGROUND AND FINDINGS: The purchase of seven Ford trucks for beach operations are replacement units for those vehicles that were destroyed during the 2017 Hurricane Harvey event. The purchase of the six F-250 trucks and one F-350 truck will be used by the Parks and Recreation Department's Beach Division. The trucks will be used for everyday operations by Beach Operations staff members. Three F-250 trucks will be utilized by Beach Operations for beach maintenance; one each, of the F-250 trucks are specifically for the Lifeguards, Beach Enforcement and Beach parking Permit sales; the F-350 truck will be fitted with the Par-Kan unit for trash pickup. The Purchasing Division sent out RFB No. 261 to solicit bids. One company submitted a bid. Staff recommends award to the lowest responsive, responsible bidder, AutoNation Ford. 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: Parks & Recreation and Fleet Maintenance Operations FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget $1,104,528.30 $0.00 $1,104,528.30 Encumbered / Expended Amount $489,528.29 $0.00 $489,528.29 This item $252,250.00 $0.00 $252,250.00 BALANCE $362,750.01 $0.00 $362,750.01 Fund(s): State HOT Beach Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet CITY OF CORPUS CHRISTI BID TABULATION PURCHASING DIVISION BID NO. 261 BUYER: ROBERTA ORTIZ FORD F-250 and F-350 TRUCKS AutoNation Ford Corpus Christi, Texas UNIT EXTENDED ITEM DESCRIPTION Unit Qty PRICE PRICE 1 2017 or 2018 Ford F-350 XL Truck EA 1 $42,550.00 $42,550.00 2 2017 or 2018 Ford F-250 XL Truck EA 6 $34,950.00 $209,700.00 TOTAL: $252,250.00 SC �C H U N1852 AGENDA MEMORANDUM Action Item for the City Council Meeting of December 19, 2017 DATE: December 19, 2017 TO: Margie C. Rose, City Manager FROM: Lawrence Mikolajczyk, Director of Solid Waste Operations LawrenceMa-cctexas.com (361) 826-1972 Kim Baker, Assistant Director of Financial Services-Purchasing Division KimB2�cctexas.com (361- 826-3169 Continual Rental of One Roll Off Truck for Solid Waste Operations CAPTION: Motion authorizing the City Manager or designee to extend a rental agreement for ten months with Big Truck Rental, of Tampa, Florida, for the rental of one roll off truck for Solid Waste Operations, as required for public health and safety, for a not-to-exceed amount of$60,000 to be funded in FY2017-18 from the General Fund; continual rental is to be added to the current agreement in the amount of$40,000 funded in FY2016-17, for a grand total of$100,000. PURPOSE: The purpose of this agenda item is to extend a rental contract for a one roll off truck. This truck is a temporary stand-in for the two trucks lost as explained below. BACKGROUND AND FINDINGS: Two Roll Off trucks were destroyed through an accident and fire damage. Replacements for these trucks are currently involved in the purchasing process with Fleet Maintenance. The replacements are expected to arrive in ten months and in the intervening time a rental truck is required to ensure accomplishment of this vital mission. Rental of this truck is required to ensure that public health and safety requirements are met due to the necessity of hauling sludge from wastewater treatment plants to the Cefe Valenzuela Landfill. 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: Solid Waste Operations FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget $77,317.90 $0.00 $77,317.90 Encumbered / Expended Amount $17,317.90 $0.00 $17,319.90 This item $60,000.00 $0.00 $60,000.00 BALANCE $0.00 $.00 $0.00 Fund(s): General Fund Comments: The continual rental cost of $60,000 is for ten months of rental payments, which is funded in FY2017-18. RECOMMENDATION: Staff recommends approval of the Motion. LIST OF SUPPORTING DOCUMENTS: Price Sheet Supplemental Agreement CITY OF CORPUS CHRISTI PRICE SHEET PURCHASING DIVISION Roll Off Truck Continual Rental 10-Months Term Big Truck Rental Tampa, Florida ITEM DESCRIPTION UNIT EXTENDED QTY.1 UNIT PRICE PRICE 1 Freightliner Roff Off 10 1 EA $6,000.00 $60,000.00 Total Price: $60,000.00 BTR SUPPLEMENTAL AGREEMENT R FR�UCK RE, NTAL Company Address 5DD1VV. Lemon St. Created Date 11/202017 Tampa. Fl-338D9 Email ei|een@bigtiockrentaiccm Prepared By Ei|eenBrito Quote Number 00008292 Phone (813)57D-8883 CUSTOMER INFORMATION Billing Customer City cfCorpus Christi Rental Customer City cfCorpus Christi Billing Contact Lawrenca0ikc|a.iczYk Shipping Contact Lawrence 0ikc|a.iczYk Billing Address PcBox 9277 Shipping Address 2525HygieaStreet Corpus CrietiTX78489 Corpus CrietiTX78415 Billing Contact EmaiU Shipping Contact | Billing Contact (38;828-1972 Email Phone Shipping Contact (38;8281972 Billing Contact Fax (38;8284394 Phone Shipping Contact (36;8284394 Fax Product Details OMMME1640020 3,242 Corpus Christi,TX 501401 'F r e i Mgh t I i nl 71"EME1 B7780V Pricing Details 1/14/2018 ""7"Imm 5014011 4.00 $1,500.00 $6,000.00 $0.00 12/18/2017 RENTAL CONTRACT PRICING SUMMARY Order Subtotal $8.000D0 Total Amount Due $8.000D0 Total Security $DDD Deposit Total Transportation$DDD Cost NOTES/EXPLANATION OFADDITIONAL COSTS: Special Terms Customer tcrent unit for(1D)rental periods at $8.DD0pericdaefollows: 12/18 01/14/18 05/07 0803/18 O1/15 02/11/18D804 D701/18 02/12 03/11/18 07102 07/2918 03/12 04/08/18 07/30 08/26/18 0409 05/06/18 08/27 09/23/18 RENTAL REMINDERS BTR SUPPLEMENTAL AGREEMENT R FR�UCK RE, NTAL MASTER RENTAL AGREEMENT:: This douumenteupp|ements the Master Renta|Agreement,which the Customersigned and iseubjecttuaU ppovieiunethenain INSURANCE:: This SUIppleimentall Reintall Agreement Utilizes the inSUIraince information provided in the Master Reintall Agreement Cuetumerie naquiredtoprovidemzntinuedppoufofineunanueattheinueptiunofthie8upp|ementa| Renta|Agreementandthpoughthedunatiunoftheeame RENTAL RATE:: CuetumerietoueetheVehiu|eforamaximumofone-shift.whiuhiedefinedaenutmurethan5Olperweek |fCuetumer ueeetheVehiu|ebeyundone'ehift. CuetomeragnaeethatitwiUpayanadditiuna|uhargeforeuuhueeThe additiuna|charge ehaUThe ua|uu|ated in the following imainineir: (a) If the CUstoimeIr Uses the Vehicle imoire thain 50 l 1peir week IbUt less thain 80 l 1peirweek,thein CUstomeir ehaUpayanadditiuna|uhargeequa|tooneha|f(|&)timeetheRenta| Rate;(b)|ftheCuetumerueeetheVehiu|e8Oormunalperweek. thein CUstomeir shaIll 1pay an additionall charge eqUall to one(1)times the Reintall Rate MA(NTENANCE:: Cuetomeriereepuneib|eforaUroutinemaintenanueofthetIruukandbudywhi|eitieintheuanaandmzntiro|oftheCuetomer Refer toSection gofthe Master Agreement for detailed responsibility DAMAGE:: CuetumerwiUThe baukbiUedfor any damageto the nantedproperty which Big TruukRenta|determines tuThe beyond nunma|wear and tear Ilin addition, if the daimage to a ireinted vehicle prevents Big TIrUck Reintall firom reletting the vehicle reSUItiing in additionall downtime and lost nanta|navenuefor Big TmukRenta|.thein this 8upp|ementa| Renta|Agreement ehaUautumaticall yextend and CuetumerehaUThe biUedfor areasonable periudoftime with which tomakethe neueeeairynapairs The uuetumerieresponsible for collection ofprepaid eeuuritydeposit Uncollected eeuuritydeposits o|derthanone year,wiUThe forfeited Till Aaatire ieamzneumab|eitem. Big TmukRenta|duuuments the condition ofthe tires onits tmukeatthe inception ofthenanta| and at the time that the tmukienatumedIt is the CUstomeir's responsibility to aSSUire that the tires aire in SUIbstaintially the saime condition at the end of the renta|aewhenthe tmukienaueivedbythe CuetomerTires wmmeubetantiaUymunaatthe time they ananatumedthanatthe nanta| inception ehaUThe baukbiUed |naddition,any Nun-8teerTinae(e)replaced duringthe dunatiunofthe renta|periudehaUThe nap|aced with a recappable casing All 8teerTinaemuetThe replaced with avirgin tinaNo exceptions IfCuetumerfalls tonap|auethe tina(e)aeoudinedherein. Big TmukRenta|ehaUbaukbiUfor the cost ofreplacing said tina(e)Any casing deemed un-nauappab|ebyourtire vendurwiUThe baukbiUed llShort-term nanta|earenot eubject to|FTA, aUfUe|tax and the repuirtingthenaofiethe responsibility ofthenanterAny violations orfinee ofthat natUnaanathe responsibility ofthe Cuetumer GOVERNMENT::All tIruukerentedfiromBig TmukRenta|areowned byBig TmukRentaiCuetomerehaUnot cover ornamuveany tmuk identification,otherthanDOT numbeirs Big TIrUck Rental's vehicles aire legally licensed on the fedeirall highways of48 states, however, any state or|uua|penmitsfor state ormzuntyroadUse and waste piukupand/ordiepuea|anathe eu|eand abeu|uteresponsibility oftheCuetumer CuetomeragnaeeBig TruukRenta| ienot the muturcarrier operator and wiUdisplay uuetomer'eDOT numberaenaquinadby|ew By exeCUtioin of this Reintall Agreement, CUstomeir acknowledges that the Vehicle described heirein is ireinted to and in accordance with the teirims, conditions, and provisions of the Master Reintall Agreement and Reintall Extension Agreement 1pireviOLISIly signed lby the CUstomeir and a|euthose tenmefOundinthis 8upp|ementa| Renta|Agreement Cuetumerevidences euuhknowledge bysigning be|ow Nute: 8eeMaeterRenta|Agnaement(8ectiun2)foraUuwanueoflunderRenta|Tenm DRIVER'S LICENSE INFORMATION |8MANDATORY FOR RENTAL CUSTOMER CU8TOMERNAll PURCHASE ORDER ---------------------------------------------------- DATE: BY: TAX IID#: (SignatUire) STATE: PRINT NAll BTR SUPPLEMENTAL AGREEMENT R FR�UCK RE, NTAL TllTLE: _ _______ |n�ia|henaaukno�edgingYOU have naad8e��ngon main�nanueresponsibility inthe Master Agreement ---------------------------------------------------- PUemsesign quote and emmmUUtn oir Yaxtn�L31 261-0821., AUTHORIZED VEHICLE OPERATORS FOR THIS RENTAL VEHICLE Agent'eName: Agent'eName: Driver's License#: Driver's License#� State: State: Agent'sNama Agent'sName: Driver's License#: Driver's License� State: State: Big TlrUck Reintall is inot liable for leaving a Vehicle to any Of CUstomeir's agents that ananutlisted abuve CERTIFICATE OF INTERESTED PARTIES FORM 1295 1of1 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. 2017-291805 Big Truck Rental LLC Tampa, FL United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 12/07/2017 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. 17-1497 Refuse rental trucks 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,u�"er-penalty of perjury,that the above disclosure is true and correct. ,•Jky P,. ALBERTO LADF7 �`otr ue��. _� Notary Public Sta Commission #F My Comm.Expires � Signature of authorized agent of contracting business entity 8onded through Nation -----------,,Signature _ - " AFFIX NOTARY STAMP/SEAL ABOVE �I+F Sworn to and subscribed before me,by the said Gthis the day of 20 r ,to certify which,witness my hand and seal of office. Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath Forms provided by Texas Ethics Commission www.ethics.stateAx.us Version V1.0.3337 se oGo � a �c F U aoaaoaaE° 1852 AGENDA MEMORANDUM Action Item for the City Council Meeting of December 19, 2017 DATE: December 14, 2017 TO: Margie C. Rose, City Manager FROM: Sylvia Carrillo-Trevino, Assistant City Manager SylviaCa@cctexas.com (361) 826-3189 Appropriation of Funds for Damage Repairs due to Hurricane Harvey CAPTION: Ordinance appropriating total of$9,667,223.13 as follows for Hurricane Harvey repairs: $7,006,023.13 in the No. 1020 General Fund; $168,750.00 in the No. 1030 Hotel Occupancy Tax Fund; $56,250.00 in the No. 1130 Arena Fund; $1,125,654.00 in the No. 4010 Water Fund; $300,000.00 in the No. 4200 Wastewater Fund; $450,000.00 in the No. 4610 Airport Fund; $337,500.00 in the No. 4670 Development Services Fund; and $223,046.00 in the No. 4700 Marina Fund; amending the Operating Budget adopted by City Ordinance No. 031255 by increasing expenditures by $976677223.13; and declaring an emergency. PURPOSE: To appropriate funds for repairs required due to damages sustained in Hurricane Harvey. BACKGROUND AND FINDINGS: Hurricane Harvey damages have been grouped into four (4) categories: Urgent, High, Medium, and Low. The Urgent repairs are being handled through other venues such as operational budgets and will be submitted to FEMA for reimbursement. Staff will be seeking assistance from the Tax Increment Reinvestment Zone (TIRZ) #2 board for design assistance for the Packery Channel project to determine a more detailed scope of work and cost projection. Staff will return to the City Council for future requests as needed. Further, the Corpus Christi Museum of Science and History work is underway with an emergency declaration Council approved in October of 2017. Urgent Amount needed from Fund Balances Wastewater-$59,240 $0 Packery Channel - $7-10 Million $0 Corpus Christi Museum - $500,000 $0 Staff is seeking funding for the High category to begin the needed repairs. Many of the repairs will require fund balances in respective areas to be drawn down below policy levels. Where available, staff has utilized operational budgets to minimize the drawn down of fund balance. The estimated repair costs for the Convention and Arena funds are estimated at $225,000. Two- third of the expense, or $168,750 is attributable to the Convention Fund and the remaining one-third to the Arena Fund, or $56,250. The Marina Fund will require a drawn down of the fund balance to the 25% policy threshold of $223,406. The fund will require assistance from the General Fund in the amount of$526,954 to repair the estimated $750,000 in repairs. The Facilities fund balance has been depleted to the minimum 3% fund balance and therefore will also require assistance from the General Fund in the amount of$14,164. Staff is working diligently to ensure all appropriate documentation to FEMA is provided to seek the maximum reimbursement amount of 75% of the repairs costs. High Amount needed from Fund Balances General Fund —(1020) - $6,496,906 $ 6,464,905 HOT Fund - (1030) - $168,750 $168,750 Arena Funds- (1130) - $56,250 $56,250 State HOT Fund — 1032 - $615,000 $0 Water— (4010) - $1,135,629 $1,125,654 Wastewater—(4200) - $329,190 $300,000 Airport—(4610) - $450,000 $450,000 Development Services - (4670) - $337,500 $337,500 Marina — 4700 - $750,000 $223,046 General Fund for Marina (4700) $526,954 Visitors — (4710) - $5,250 $0 Facilities (5115) $0 General Fund for Facilities (5115) $14,164 ALTERNATIVES: Do not repairs damages. OTHER CONSIDERATIONS: Based on prior experience, reimbursement from FEMA may take more than 18 months. CONFORMITY TO CITY POLICY: Conforms to City Policies EMERGENCY/ NON-EMERGENCY: Emergency DEPARTMENTAL CLEARANCES: Finance Budget Emergency Operations Assistant City Manager FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget $0 $0 $0 Encumbered / Expended Amount $0 $0 $0 This item $9,667,223.13 $0 $9,667,223.13 BALANCE Comments: Fund Balance needed for Hurricane Harvey damage repairs. RECOMMENDATION: Staff recommends appropriating the funds for repairs. LIST OF SUPPORTING DOCUMENTS: See Appendix 1 for a complete project list Ordinance Ordinance appropriating total of $9,667,223.13 as follows for Hurricane Harvey repairs: $7,006,023.13 in the No. 1020 General Fund; $168,750.00 in the No. 1030 Hotel Occupancy Tax Fund; $56,250.00 in the No. 1130 Arena Fund; $1,125,654.00 in the No. 4010 Water Fund; $300,000.00 in the No. 4200 Wastewater Fund; $450,000.00 in the No. 4610 Airport Fund; $337,500.00 in the No. 4670 Development Services Fund; and $223,046.00 in the No. 4700 Marina Fund; amending the Operating Budget adopted by City Ordinance No. 031255 by increasing expenditures by$9,667,223.13; and declaring an emergency. Be it ordained by the City Council of the City of Corpus Christi,Texas: Section 1: That the following amounts are appropriated for repairs necessitated by Hurricane Harvey: $7,006,023.13 in the No. 1020 General Fund; $168,750.00 in the No. 1030 Hotel Occupancy Tax Fund; $56,250.00 in the No. 1130 Arena Fund; $1,125,654.00 in the No. 4010 Water Fund; $300,000.00 in the No. 4200 Wastewater Fund; $450,000.00 in the No. 4610 Airport Fund; $337,500.00 in the No.4670 Development Services Fund; and $223,046.00 in the No.4700 Marina Fund. Section 2. That the FY 17-18 Operating budget adopted by City Ordinance No. 031255 is amended to increase expenditures by $9,667,223.13. Section 3. Upon written request of the Mayor or five City Council members, copy attached, the City Council: (1) finds and declares an emergency due to the need for immediate action necessary for the efficient and effective administration of City affairs and (2) suspends the Charter rule that requires consideration of and voting upon ordinances at two regular meetings so that this ordinance is passed and takes effect upon first reading as an emergency measure on this 19th day of December 2017. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor day of ' 2017. Corpus Christi, Texas day of TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance, an emergency exists requiring suspension of the Charter rule as to consideration and voting upon ordinances at two regular meetings: I/we, therefore, request that you suspend said Charter rule and pass Page 1 of 2 this ordinance finally on the date it is introduced or at the present meeting of the City Council. Respectfully, Respectfully, Joe McComb Mayor Council Members The above ordinance was passed by the following vote: Joe McComb Rudy Garza Paulette Guajardo Michael Hunter Debbie Lindsey-Opel Ben Molina Lucy Rubio Greg Smith Carolyn Vaughn Page 2 of 2 Appendix 1 Oso WWTP - Main office roof 4332DR Waste Water Roof leaks, Damaged light pole See report #35 Program Delivery Manager (PDMG) Name: Washington, Jerry Urgent 4200-33110-064 Greenwood WWTP - office roof repair Corpus Christi, City of (355-17000-00) Waste Water See Report #46 Program Delivery Manager (PDMG) Phone: (404) 376-5781 Urgent 4200-33120-064 Greenwood WWTP - Fence 355-17000-00 Waste Water See Report #46 Program Delivery Manager (PDMG) Email: Jerry.Washington@associates.fema.dhs.gov Urgent Allison WWTP 2 buildings with exterior wall sheathing and windows Galan -Flores, Kimberly Waste Water Replace all wall sheathing and broken windows $ 9,130.00 0% Urgent 4200-33130-064 (361) 826-3645 KimberlyG@cctexas.com - Oso WWTP - Main office roof 601 Nile Waste Water Roof leaks, Damaged light pole See report #35 $ 12,896.00 0% Urgent 4200-33110-064 Greenwood WWTP - office roof repair 6541 Greenwood Waste Water See Report #46 $ 10,000.00 0% Urgent 4200-33120-064 Greenwood WWTP - Fence 6541 Greenwood Waste Water See Report #46 $ 27,214.00 0% Urgent Allison WWTP 2 buildings with exterior wall sheathing and windows 4101 Allison Drive Waste Water Replace all wall sheathing and broken windows $ 9,130.00 0% Urgent 4200-33130-064 Urgent Repairs Corpus Christi Museum of Science and History Packery Channel $59,240 $500,000 $7-10M Total Urgent Repairs $7.56M to 10M 4332DR Program Delivery Manager (PDMG) Name: Washington, Jerry Corpus Christi, City of (355-17000-00) Program Delivery Manager (PDMG) Phone: (404) 376-5781 355-17000-00 Program Delivery Manager (PDMG) Email: Jerry.Washington@associates.fema.dhs.gov Galan -Flores, Kimberly (361) _-- KimberlyG@cctexas.com Airport Terminal 1000 International Drive Aviation Damaged Lighting Protection System, Scorched Roof Vinyl membrance, Damaged Antenna system, Damaged Roof Asphalt membrance, Water leaks in Front Lobby Vestibule area, Water Leaks in the FIS Ba • •a•e Belt $ 225,000.00 0% High 4610 70002 524 CCIA Hangar #4 (WGA) 431 Prinson Lane Aviation Northside Offices - Metal Roof Damage (falling ceiling panels and insulation with water damage), Main Hangar - Metal Roof and Siding penetrations Report #23 $ 225,000.00 0% High 4610 70002 524 Police Station/Muni Court 321 John Sartain CCPD Roof and Building envelope Report #37,2,10 $ 1,050,000.00 0% High 1020 70002 502 Fire Admin & Dev. Svcs. Building (Frost Bldg.) 2402 Leopard St Fire Dept. DevSvcs Roof and building envelope ,Water damage, damp carpets, water leaks, generator burnt out - no longer working. See $ 412,500.00° $ 337,500.00 0% High 1020 70002 501 4670 70002 529 Staples Booster Pump Statin - Roof Water Dept. See Reports #62 $ 150,000.00 0% High 4010 70002 520 Central Library Emergency Roof Stabilization - Assessment SolkaNava Torno Library $ 7,500.00 0% High 1020 70002 532 Central Library Emergency Roof Stabilization - Barcom Library $ 6,664.04 0% High 1020 70002 532 Central Library Roof Replacement - construction TBD Library Bond fund 2014 will be used $ 3,087,780.00 0% High 1020 70002 532 Marina Docs Cooper's Alley L -Head Marina Dock fingers needs repair, electrical, pedestals for fuel and water need replacing, final report and estimate will be $ 223,046.00 0% High 4700 70002 531 $ 526,954.00 1020 70002 534 Ben Garza Gym/Rec Center 1818 Howard Street Pks & Rec Floor developed small bubbles all over the playing surface. See Report #52 0% High 1020 70002 504 Leased to CC Railroad Club Louisiana & 18th Street Pks & Rec Damage to Roof Shingles. Complete replacement See Report #25 $ 225,000.00 0% High 1020 70002 504 Central CC Beach Bathhouse/Restrooms 202 Surfside Blvd. Pks & Rec Roof and Door Damaged, complete roof replacement $ 150,000.00 0% High 1020 70002 504 Science & History Museum Floor replace Museum Separate Engineering Project $ 136,500.00 High 1020 70002 533 4332DR Program Delivery Manager (PDMG) Name: Washington, Jerry Corpus Christi, City of (355-17000-00) Program Delivery Manager (PDMG) Phone: (404) 376-5781 355-17000-00 Program Delivery Manager (PDMG) Email: Jerry.Washington@associates.fema.dhs.gov Galan-Flores, Kimberly (361) 826-3645 KimberlyG@cctexas.com Cefe Landfill Scale House Bldg. 2397 County Rd. 20 Solid Waste Wind Driven Rain, standing water. See Report #55 $ 150,000.00 0% High 1020 70002 527 Oso WW Treatment Plant - Belt press roof repair Water Dept. $ - 0% High 4200 70002 523 Oso WW Treatment Plant - Blower House2 roof Replacement Water Dept. $ 12,000.00 0% High 4010 70002 523 Oso WW Treatment Plant - Blower House4 roof Replacement Water Dept. $ 12,000.00 0% High 4010 70002 523 Laguna WW Treatment Plant Blower room roof Water Dept. roof and decking blown off needs full replacement ( Tar and Gravel roof) $ 225,000.00 0% High 4200 70002 523 Harvey Emergency Waterline Repair at PE Parks $ 31,942.50 100% High 4010 70002 520 Harvey Emergency Waterline Repair at P2 Parks $ 919,711.50 100% High 4010 70002 520 Harvey Emergency Erosion Channel Repa Parks $ 38,088.00 0% High 1020 70002 504 Harvey Emergency Packery Channel Struc Parks Conrad Blucher $ 50,377.50 0% High 1020 70002 504 Harvey Emergency Whitecap at Bonasse 1 Facilities TBD $ - 0% High 4010 70002 527 Police Communications PO Box 9277 CCPD Tower communications $ 12,847.61 100% High 1020 70002 502 Police Communications PO Box 9277 CCPD Tower communications ESTIMATE $ 8,811.99 100% High 1020 70002 502 Fire Station #2 - Roof 13421 Leopard Fire Dept. A/C condenser went out due to power failure (work complete), damage on roof one corner. See report #80 $ 1,200.00 0%Hi gh 1020 12010 093 Fire Station #15 Roof 14202 Commodore Fire Dept. Station developed two small leaks during storm. Ceiling tiles in Captain's office and above the entry door show some water infiltration. Metal flashing outside station ripped off due to wind conditions. See Report #16 $ 6,030.00 0%Hi gh 1020 12010 093 Fire Station #16/Park Maint. Beach office Fuel Station roof 17959 State Hwy 361 Fire Dept. Pks & Rec Complete $ 42,000.00 100% High 1020 70002 504 4332DR Program Delivery Manager (PDMG) Name: Washington, Jerry Corpus Christi, City of (355-17000-00) Program Delivery Manager (PDMG) Phone: (404) 376-5781 355-17000-00 Program Delivery Manager (PDMG) Email: Jerry.Washington@associates.fema.dhs.gov Galan -Flores, Kimberly (361) 826-3645 KimberlyG@cctexas.com Fire Station #16/Park Maint. Beach office - Electrical for Fuel Station lighting 17959 State Hwy 361 Fire Dept. Pks & Rec $ 3,000.00 ° 0% High 1020 70002 504 Park Maint. Beach office - Metal building with 5 rollup doors 17959 State Hwy 361 Fire Dept. Pks & Rec Roll up doors need railing adjusted, building needs to be re- aligned and anchored with cement $ 9,000.00 0% High 1020 70002 504 City Hall temporary roof repair 1201 Leopard City Hall $ 42,000.00 100% High 1020 70002 534 City -County Health Dept. - roof 1702 Horne Rd Health Dept. Water damaged, damaged ceiling tiles, water penetration from windows and doors $ 225,000.00 0% High 1020 70002 505 Janet F. Harte Library - vent hood 2629 Waldron Rd. Libraries Roof leaks $ 900.00 0% High 1020 12010 093 Janet F. Harte Library - roof 2629 Waldron Rd. Libraries Roof leaks, ceiling tiles damaged throughout $ 6,000.00 0% High 1020 70002 532 HEB Tennis Center Expansion 1520 Shely Street Pks & Rec Roof Damage to Men's Locker Room & Office, $ - 0% High 1020 70002 504 HEB Tennis Center Expansion 1520 Shely Street Pks & Rec $ - 1020 70002 504 Lindale Senior Center - roof 3135 Swantner Drive Pks & Rec repair all bent flashing and seal all seams, reseal all skylights $ 5,400.00 0% High 1020 13035 142 McCampbell House - window, railing, shutters 1501 N Chaparral Street Pks & Rec 38"x31"glass window, attach 10' of railing on 2nd floor and refasten two sections, replace shutters 89"x15 1/2". See report #57 $ 3,000.00 0% High 4710 13710 141 Broadmoor Sr Center 1651 Tarlton Street Pks & Rec Water gutters in the back are blown off and some slight water damage on the bottom dining room walls. See Report #65 $ 832.50 0% High 1020 13031 142 HEB Pool Bathhouse Bldg. 1520 Shely Street Pks & Rec Roof pieces missing from men's locker room and office. Hole in both locations. See Report #66 $ 9,051.00 0% High 1020 13115 141 Kiwanis Rec Center 3933 Timon Blvd Pks & Rec Damaged to Senior Softball Field. See Report #31 $ 37,500.00 0% High 1020 70002 504 4332DR Program Delivery Manager (PDMG) Name: Washington, Jerry Corpus Christi, City of (355-17000-00) Program Delivery Manager (PDMG) Phone: (404) 376-5781 355-17000-00 Program Delivery Manager (PDMG) Email: Jerry.Washington@associates.fema.dhs.gov Galan -Flores, Kimberly (361) 826-3645 KimberlyG@cctexas.com Gugenheim House (Leased to) 1601 N Chaparral Street Pks & Rec Roof damage. Front steeple on top of roof peak is leaning slightly, needs to be adjusted and fastened See Report #58 $ 2,250.00 0% High 4710 13710 141 W Guth East Restrooms 9705 Up River Rd Pks & Rec Shingles blown off of roof and ridge. See Report #28 $ 937.50 0% High 1020 12920 141 Sparkling City Fields 3901 Greenwood Drive Pks & Rec Shingle damage to concession stand. See Report #45 $ 4,500.00 0% High 1020 70002 504 International West Field 4033 Greenwood Drive Pks & Rec Shingles blown from shade area, dugout roofing blown off, sm storage shingles blown off, west side dugout roof blown off See Report #30 $ 12,000.00 0% High 1020 70002 504 Tourist District Warehouse 1705 N Mesquite St Pks & Rec Roof Panels blown off $ 5,400.00 0% High 1020 12915 141 Museum Mechanical Bldg. 1900 N Chaparral St Museum A/C piping to PVC $ 750,000.00 0% High 1020 70002 533 American Bank Center 1901 N Shoreline Blvd SMG see Report #77 $ 168,750.00 100% High 1030 70002 533 $ 56,250.00 1130 70002 533 Elliot Land Fill 7001 Ayers Solid Waste Canopy needs replacing $ 2,250.00 0% High 1020 12504 033 Navigation Booster Pump Station 302 north Navigation Blvd. Water Dept. replace damaged fence, see report #62 $ 8,775.00 0% High 4010 31010 62 Wesley Seale Dam Office/Operations End of County Road 365 Water Dept. See Report #62 for items $ - 100% High 4010 70002 520 Choke Canyon Dam Office/Lab/Maint Bldg. 150 South Shores Park Road Water Dept. See Reports #62 $ - 100% High 4010 70002 520 Wesley Seale Dam - Maint Bldg. End of County Road 365 Water Dept. See Report #62 for items $ 0% High 4010 70002 520 Wesley Seale Dam - Rest room roof End of County Road 365 Water Dept. $ 1,200.00 0% High 4010 30200 61 Laguna Waste Water Treatment Plant 201 Jester Waste Water Roof damage, exterior stucco wall, wind driving rain. See report #47 $ 60,000.00 0% High 4200 70002 523 Total High Priority $ 10,358,639.13 GF (1020) $ 7,038,024 1030 (SMG) $ 168,750 1130 (SMG) $ 56,250 SHOT (1032) $ 615,000 Water (4010) $ 1,135,629 Wastewater (4200) $ 329,190 Airport (4610) $ 450,000 4670 (Frost Build.) $ 337,500 Marina (4700) $ 223,046 Visitors (4710) $ 5,250 $ 10,358,639 E='PJ 4332DR Program Delivery Manager (PDMG) Name: Washington, Jerry Corpus Christi, City of (355-17000-00) Program Delivery Manager (PDMG) Phone: (404) 376-5781 355-17000-00 Program Delivery Manager (PDMG) Email: Jerry.Washington@associates.fema.dhs.gov Galan -Flores, Kimberly (361) 826-3645 KimberlyG@cctexas.com Whitecap Waste Water Treatment Plant 13500 Whitecap Waste Water Roof damage, exterior stucco wall, wind driving rain. See report #54 $ 15,000.00 0% High 4200 70002 523 Whitecap WWTP - 5 Tile Roofs 13500 Whitecap Waste Water Remove and Repair sections of clay tile roofing 5 roofs in total. See report #54 $ 14,190.00 0% High 4200 33150 64 Whitecap WWTP 500' chain-link fence, squareWaste tube fence and gate 13500 Whitecap Water Repair no more than 500' of chain link fence include barbed wire,100' of square tubing fence and gate. See report #54 $ 15,000.00 0% High 4200 33150 64 Xeriscape Garden Museum 1900 north Chaparral St. Museum roof ridge cap, roll up doors $ 12,000.00 0% High 1020 70002 533 Vehicles Replacement of vehicles damaged at the beach $ 615,000.00 0% High 1032 13836 141 Total High Priority $ 10,358,639.13 GF (1020) $ 7,038,024 1030 (SMG) $ 168,750 1130 (SMG) $ 56,250 SHOT (1032) $ 615,000 Water (4010) $ 1,135,629 Wastewater (4200) $ 329,190 Airport (4610) $ 450,000 4670 (Frost Build.) $ 337,500 Marina (4700) $ 223,046 Visitors (4710) $ 5,250 $ 10,358,639 E='PJ 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: December 19, 2017 Legistar Number: 17-1567 Agenda Item: Ordinance appropriating total of$9,667,223.13 as follows for Hurricane Harvey repairs: $7,006,023.13 in the No. 1020 General Fund; $168,750.00 in the No. 1030 Hotel Occupancy Tax Fund; $56,250.00 in the No. 1130 Arena Fund; $1,125,654.00 in the No. 4010 Water Fund; $300,000.00 in the No. 4200 Wastewater Fund; $450,000.00 in the No. 4610 Airport Fund; $337,500.00 in the No. 4670 Development Services Fund; and $223,046.00 in the No. 4700 Marina Fund; amending the Operating Budget adopted by City Ordinance No. 031255 by increasing expenditures by $9,667,223.13; and declaring an emergency. Amount Required: $9,667,223.13 Fund Name Fund Number Account No. Activity No. Amount General Fund 1020 260110 $7,006,023.13 HOT Fund 1030 260110 $168,750.00 Arena Fund 1130 260110 $56,250.00 Water Fund 4010 260110 $1,125,654.00 Wastewater Fund 4200 260110 $300,000.00 Airport Fund 4610 260110 $450,000.00 Development Services 4670 260110 $337,500.00 Fund Marina 4700 260110 $223,046.00 Total $9,667,223.13 ❑ Certification Not Required Director of Financial Services Date: SC o� � U AGENDA MEMORANDUM N�ORPOfl P�E� 1852 Action Item for the City Council Meeting of December 19, 2017 DATE: December 14, 2017 TO: Mayor and City Council FROM: Rebecca L. Huerta, City Secretary rebeccah@cctexas.com (361) 826-3105 Approval of 2018 City Council Meeting Calendar CAPTION: Motion approving the 2018 City Council meeting calendar. PURPOSE: For planning purposes, attached are the proposed dates for 2018 City Council meetings. Additionally, after consultation with the City Auditor and Business Liaison, the proposed dates for the Tax Reinvestment Zone No. 3 (Downtown TIRZ) and Audit Committee meetings are also included since Council members serve on the board and the meetings are held before regular Council meetings. BACKGROUND AND FINDINGS: Per Article II, Section 14(a) of the City Charter, the city council shall meet in regular session at least once per week at city hall unless the city council elects to adjust the regular meeting schedule for valid reasons recorded in the minutes;provided that in any event the city council is required to meet in regular session not less often than twice each month. Council Policies, Section 16.a.1. states that the City Council shall meet in regular session at 11:30 a.m. each Tuesday, except that, in order to maximize efficiency and use of resources, it shall not meet the first Tuesday of each month unless requested by the Mayor, the City Manager, or four members of the City Council. The time for a regular meeting may be changed as deemed advisable by Council. In accordance with these provisions, attached is the proposed 2018 Council meeting calendar. To follow is a list of Council meetings proposed for cancellation or new scheduling: Canceled Meetings March 13 —Spring Break July 10—Summer Break November 27—Thanksgiving Break December 18 and 25 —Christmas Break New Meeting• December 4—�I" Tuesday- Regular Council Meeting OTHER CONSIDERATIONS: This calendar serves as a planning tool, and the dates may be subject to change due to unforeseen circumstances. The Council can amend the calendar at any time by announcing the new schedule during a Council meeting so it can be recorded in the minutes. CONFORMITY TO CITY POLICY: Conforms with City Charter and Council Policies. DEPARTMENTAL CLEARANCES: City Auditor's Office City Manager's Business Liaison Assistant City Manager's Office FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital 2 Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget Encumbered/Expended Amount This item BALANCE Fund(s):None. Comments: None. SUPPORTING DOCUMENTS: Proposed 2018 City Council Meeting Calendar DECEMBER 2017 SM TW TFS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 JANUARY 2018 FEBRUARY 2018 SM TWT F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 ;New Year's Day 13 Audit Comm. Mtg. - 9:30am 20i icing Day 2 221 231 i Economic Development Summit 9:OOam to 1 11:OOpm 28129 3011 TIRZ #3 - 9:30AM 24 25 26 27 31 ,tw ,algin rias corn JANUARY 2018 SM TW TFS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 FEBRUARY 2018 MARCH 2018 SM TW TFS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 101 121 13! 14 15 Audit Comm. Mtg. - 1'!a lentine's Day 9:30am 181 'Presidents' Day 191 201 21 61 17....- 22 23 241 MPT- Paulette M. Guajardo Ends (11/30/17 - 02/25) MPT- Greg Smith nu #3 - 9:30AM Begins (02/26 to 05/24) 271 281 AYOR PRO TEM; d 1 s co FEBRUARY 2018 SM TW TF S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 MARCH 2018 APRIL 2018 SM TWTF S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 NLC Congressional City Conference - Washington DC (3/10 - 03/16) NLC Congressional City Conference - Washington DC (03/10 - 03/16 CCISDSPRING BREAK (03/12 - 03/16) 81 191 20 i Audit Com. Mtg. - 9:30am 21 2£ 23 24' 25 27 TIRZ #3.9:30AM State of the City t w `v lendarI b CO. rm MARCH 2018 SM T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 APRIL 2018 MAY 2018 SM TWTF S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 2 Easter Sunday 4 71 1 1 0 Audit Comm. Mtg. - 9:30am 121 13 14 15 161 in 7 18 20 1 1 221 23 i 241 TIRZ #3 - 9:30AM L‘tI' 291 271 211 28 Alwcalendariabs.com APRIL 2018 SM T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 MAY 2018 JUNE 2018 SM T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 IMothPr1c Day 13 Audit Comm. Mtg. - 9:30am 14 15 201 211 22 TIRZ #3 - 9:30AM 1 16 7 81 19 271 1Memorial Day 28 i 291 i 1 I .pguRr.-..C90ndittg City Holiday MPT: MAYOR PRO TEM 23 MPT - Greg Smith Ends (02/26 to 05/24) 24 MPT- Debbie Lindsey - Opel Begins (05/25 to 08/20) 251 1 26 30 1 www.calendariabs.com 10 11 MAY 2018 SM TW TF S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 JUNE 2018 JULY 2018 SM TW TF S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 Memorial Day 12 Audit Comm. Mtg. - 9:30am 131 141 151 161 17' ;Father's Day 181 19 4Regu arOb. \ 1 0 111 2 23= 24 251 TIRZ #3.9:30AM 40, 401$1 261 27= 28' 291 30 wavvDcalendariabsaaom JUNE 2018 SM TWTFS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 JULY 2018 Aug -18 SM TWTF S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 3'•. 41 dependence Day City Holiday 31 141 15 161 171 Audit Comm. Mtg. - 9:30am 181 191 20 211 221 23 TIRZ #3 - 9:30AM 24 kt�t Cott ct 301 31 *TBD: July 2018 through August 2018 - Budget Workshops I ^ w, dariabs.c JULY 2018 SM TW T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 AUGUST 2018 SEPTEMBER 2018 SM TW T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 ijN DM -MAY URSDAY=_,T-i 291 30i 31' 11 21 21 6 13! 141 Audit Comm. Mtg. - 1 9:30am 191 20i 211 1 . ; -79-313330‘39371 MPT- Debbie Lindsey -Opel MPT- Rudy Garza Begins 261 271 281 TIRZ #3 - 9:30AM 07! 151 1 22! 29 101 11i 161 23 241 251 301 311 MPT: MAYOR PRO TEM *TBD: July 2018 - August 2018 - Budget Workshops August 2018 - September 2018 - Final Budget Adoption and Tax Rate Adoption ww;calendariabs;com AUGUST 2018 SM TW TF S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 SEPTEMBER 2018 OCTOBER 2018 SM TW TF S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 101 61 171 11` 12 13 141 151 Audit Comm. Mtg. - 9:30am 181 231 241 251 19 201 2 2 6 271 TIRZ #3 - 9:30AM 1 291 1 *TBD: August 2018 through September 2018 - Final Budget Adoption and Tax Rate Adoption SEPTEMBER 2018 SM TW TF S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 OCTOBER 2018 31 NOVEMBER 2018 SM TWTF S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 'Columbus Day Audit Comm. Mtg. - 9:30am 0 2, 13 TML Annual Conference - Fort Worth, Texas (10/09 -10/12) 14 151 16117' 18 2 2 231 TIRZ #3 - 9:30AM 24€ 25 191 26' 20 27` iHo peen www caer i s.cc OCTOBER 2018 SM TW T FS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 NOVEMBER 2018 DECEMBER 2018 SM TW TF S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 31 1 CITY GENERAL ELECTION NLC City Summit - Los Angeles, CA (11/07. 11/10) - Veterans Day 1 121 131 Audit Comm. Mtg. - .1 9:30am 18 191 201 1 TIRZ #3 - 9:30AM 1 ft,u 1 1 15 21 !Thanksgiving Day 221 17 1 1 231 241 1 City Holiday 251 261 1 27 Prowased Canceled COUTICH 281 291 301 www.calenclariabs,com NOVEMBER 2018 SM TW TFS 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 DECEMBER 2018 271 291 JANUARY 2019 SM TW TF S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 i 101 11 i 121 1 I Audit Comm. Mtg. - 9:30am (T) 15= 24 hr stmas Eve as 251 261 271 281 291 im—N.ca endar a 4yyUs Cgp, GO `4P F, AGENDA MEMORANDUM 1852o Public Hearing and First Reading(tabled)for the City Council Meeting of December 12, 2017 First Reading for the City Council Meeting of December 19, 2017 Second Reading for the City Council Meeting of January 9, 2018 DATE: November 14, 2017 TO: Margie C. Rose, City Manager FROM: William J. Green, P.E., Interim Director, Development Services Department BiIIG@cctexas.com (361) 826-3276 Rezoning Property located at 8154 and 8128 Leopard Street CAPTION: Case No. 0917-02 Ardoin Inc.: A change of zoning from the "CG-2/SP" General Commercial District with Special Permit to the "IL" Light Industrial District. The property is described as Suntide Industrial Park Block 2, Lot 1 and 2, located along the north side of Leopard Street, east of Tuloso Road, and west of Suntide Road. PURPOSE: This request is to use the property for the selling or leasing of storage space for materials, storage containers, and office trailers; the sale or rental of or maintenance and repair work on storage containers and office trailers. RECOMMENDATION: Planninq Commission and Staff Recommendation (November 1, 2017): Approval of the change of zoning from the "CG-2/SP" General Commercial District with Special Permit to the "IL" Light Industrial District Vote Results: For: 4 Against: 1 Absent: 3 Abstained: 0 BACKGROUND AND FINDINGS: "CG-2/SP" General Commercial District with Special Permit to the "IL" Light Industrial District to allow for the selling or leasing of storage space for materials, storage containers, and office trailers; the sale or rental of or maintenance and repair work on storage containers and office trailers. The proposed rezoning to the "IL" Light Industrial District is compatible with the Future Land Use Map and Plan CC, however is inconsistent with the Port/Airport/Violet Area Development Plan regarding the intensity of use abutting a neighborhood. The proposed rezoning is also not compatible with neighboring residential use to the north of the subject property and would be mitigated with protections from the Unified Development Code. ALTERNATIVES: 1. Approve with conditions. 2. Deny the request. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The subject property is located within the boundaries the Port/Airport/Violet Area Development Plan and is planned for light industrial uses. The proposed rezoning is compatible with the Future Land Use Map and Plan CC, however is inconsistent with the Port/Airport/Violet Area Development Plan regarding the intensity of use abutting a neighborhood. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Legal and Planning Commission FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital 0 Not applicable Project to Date Fiscal Year: 2017- Expenditures 2018 (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 Ardoin Inc. ("Owner"), by changing the UDC Zoning Map in reference to Suntide Industrial Park, Block 2, Lots 1 and 2, from the "CG-2/SP" General Commercial District with Special Permit 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 Ardoin Inc. ("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, November 1, 2017, during a meeting of the Planning Commission. The Planning Commission recommended approval of the change of zoning from the "CG- 2/SP" General Commercial District with Special Permit to the "IL" Light Industrial District, and on Tuesday, December 12, 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 Ardoin Inc. ("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 Suntide Industrial Park, Block 2, Lots 1 and 2, located along the north side of Leopard Street, east of Tuloso Road, and west of Suntide Road (the "Property"), from "CG-2/SP" General Commercial District with Special Permit to the "IL" Light Industrial District (Zoning Map No. 056047), 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\SHARE D\Leg istar\2017 CC Agenda Items\12-12-2017\Zoning\0917-02 Ardoin Inc\Ordinance_0917-02_Ardoin I nc..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 , 20177 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 , 20177 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\SHARE D\Leg istar\2017 CC Agenda Items\12-12-2017\Zoning\0917-02 Ardoin Inc\Ordinance_0917-02_Ardoin I nc..docx Page 3of3 � M [— W M LU Y M t6 H O N H H H H H H H W M M _ _ Y V M M R 20 6 N-4 a 37'12 38 13 39 6 22 29-42 p 32 F BARROGATE DR— m21 O N 25 ®19 36 11 16 26 31 5 17 3 14 7 24 H N M 7 k W h m O H N M H 27 8 15 SUBJECT 41 C G - 2 �PRO,PER;TY H j/ CG - 2 GAG%2 28 30 IL 23 " `rFOp'4ROr S.r 34 I L M 35 40 U ON � 1 H _9 N CG - 2 18 X10 ST-ILIL`WELLlLN 2-33 IL c Ln ¢ m v Z J abate Created:811812017 0 400 800 Z Prepared By.?Jeremyld ~ Feet N Department of Development Services CASE: 0917-02 ZONING & NOTICE AREA RM-1 Multifamily 1 IL Light Industrial RM-2 Multifamily 2 IH Heavy Industrial RM-3 Multifamily 3 PUD Planned Unit Dev.Overlay ON Professional Office RS-10 Single-Family 10 RM-AT Multifamily AT RS-4.5 Single-Family 4.5 <•F e �qo RS-6 Single-Family 6 SUBJECT CN-1 Neighborhood Commercial 'Qo CN-2 Neighborhood Commercial RS-TF Two-Family (`PROPERTY CR-1 Resort Commercial RS-15 Single-Family 15 CR-2 Resort Commercial RE Residential Estate ¢ �� '! -- -- CG-1 General Commercial RS-TH Townhouse z CG-2 General Commercial Cl Intensive Commercial SP Special Perm if g H RV Recreational Vehicle Park CBD Downtown Commercial Z RMH Manufactured Home CR-3 Resort Commercial \ FR Farm Rural �'� C H Historic Overlay `r' 3 BP Business Park r cc W 6 ® s' v City of Subject Property O Owners with 200'buffer in favor \ 4 Owners within 200'listed on v Owners LOCATION MAP Corpus at ownership table /�m opposition _ � AGNESChristi Exhibit A Zoning Case #0917-02 Ardoin Inc. From: "CG-2/SP" General Commercial District with Special Permit To: "IL" Light Industrial District City Council Presentation December 12, 2017 Aerial Overview Vicinity Map Subject Property at 8254 and 8128 Leopard Street N At Zoning Pattern UDC Requirements Buffer Yards: "IL" to "RS -6": Type C: 10'/15 pts. Setbacks: Current under SP: 50' for any storage greater than 6'and a solid 6' fence Street: 20' Side and Rear abutting RS: 40' Staff Recommendation Approval of the "IL" Light Industrial District PLANNING COMMISSION FINAL REPORT Case No. 0917-02 INFOR No. 17ZN1026 Planning Commission Hearing Date: November 1, 2017 = Owner: Ardoin Inc. Applicant/Representative: Jacob Glaze J 'a Location Address: 8154 Leopard Street and 8128 Leopard Street 5.06 o6 w Legal Description: Suntide Industrial Park, Block 2, Lots 1 and 2, located along G the north side of Leopard Street, east of Tuloso Road, and west of Suntide Road From: "CG-2/SP" General Commercial District with Special Permit }, To: "IL" Light Industrial District c ai Area: 7.89 acres 'o : Purpose of Request: This request is to use the property for the selling or N Q: leasing of storage space for materials, storage containers, and office trailers; the sale or rental of or maintenance and repair work on storage containers and office trailers. Existing Zoning District Existing Land Future Land Use "CG-2/SP" General -a Site Commercial District With A Vacant Light Industrial Special Permit 0) U) "RS-6" Single-Family 6 Low Density Medium Density c 0) North U) District Residential Residential N -a South "CG-2" General Commercial Vacant Light Industrial _ District Commercial Commercial J n East "IL" Light Industrial District Light Industrial Light Industrial .x W "CG-2" General Commercial WestDistrict Public/Semi- Light Industrial "ON" Neighborhood Office Public District Area Development Plan: The subject property is located within the boundaries of the Port/Airport/Violet Area Development Plan and is planned for light aa industrial uses. The proposed rezoning to the "IL" Light Industrial District is m C consistent with the adopted Future Land Use Map, however has some M �a inconsistencies with the Port/Airport/Violet ADP. a o Map No.: 056047 Q Zoning Violations: V082646 on May 5, 2017. Zoning violation setbacks: All buildings and outside storage with a height of more than six (6) feet must be setback at a minimum of 50 feet from northern property line. Staff Report Page 2 c 0 Transportation and Circulation: The subject property has approximately 565 0 feet of street frontage along Leopard Street and 200 feet on Tuloso Road a U) which are both designated as "A2" Secondary Arterial streets. c ca H Urban Proposed Existing Traffic Street Transportation Plan Section Section Volume 0 Type Leopard "A2" Secondary 100' ROW 160' ROW No Data Street Arterial Divided 54' paved 100' paved Available 85' ROW Cn Tuloso Road "A2" Secondary 100' ROW 25-80' No Data Arterial Divided 54' paved paved Available Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the "CG-2/SP" General Commercial District with Special Permit to the "IL" Light Industrial District to allow for the selling or leasing of storage space for materials, storage containers, and office trailers; the sale or rental of; or maintenance and repair work on storage containers and office trailers. Development Plan: The subject property is comprised of 7.89 acres and is proposed to be leased for the storage, sale, and maintenance of storage containers. The containers are proposed to be stacked three high. Existing Land Uses & Zoning: "CG-2/SP" General Commercial District with Special Permit. The north is the Douglas Subdivision, zoned "RS-6" Neighborhood Residential District with low density residential use. The east is "IL" Light Industrial District with light industrial use. To the south is "CG-2" General Commercial District with a mix of commercial, industrial, and vacant uses. The west is zoned"CG-2" General Commercial District and "ON" Neighborhood Office District with public/semi-public use. AICUZ: The subject property is not located in one of the Navy's Air Installation Compatibility Use Zones (AICUZ). Plat Status: The property is platted. PlanCC & Area Development Plan Consistency: The subject property is located within the boundaries of the Port/Airport/Violet Area Development Plan (ADP). The proposed rezoning to the "IL" Light Industrial District is compatible with the Future Land Use Map and Plan CC, however has some inconsistencies with the Port/Airport/Violet Area Development Plan. The following policies of the Port/Airport/Violet ADP and PlanCC are applicable to this case: Staff Report Page 3 • Noise impacts from non-residential uses should be reduced by creating a buffer of open spaces between the two areas. Such spaces may be landscaped areas, a street, a screening fence, larger setbacks etc. (Port/Airport/Violet ADP, Policy Statement 82.8.). • Place low intensity activities next to single family uses (Port/Airport/Violet ADP, Policy Statement 82.C.). • The City has obligations to many stakeholders to manage development in an orderly fashion for the benefit of the community as a whole and for the environment. However, the City understands an obligation, in compliance with applicable law or regulation, to support private property rights. (Plan CC, Principles, Page 15). • Corpus Christi sustains and maintains established neighborhoods. (PIanCC, Element 3, Goal 7). • Corpus Christi is able to attract and retain firms because of its competitive assets and supportive business environment. (PIanCC, Element 4, Goal 2). • 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). • Support the separation of high-volume traffic from residential areas or other noise-sensitive land uses. (PIanCC, Element 7, Goal 3). Department Comments: • The proposed rezoning is compatible with the Future Land Use Map and Plan CC, however has some inconsistencies with the Port/Airport/Violet Area Development Plan. • The rezoning is not transitional to a lesser intensity to the residential use on the northern boundary of the subject property, however a 15 foot buffer is required for redevelopment and a 20 foot buffer for new development along the northern portion of the property abutting the residences, per the UDC. • A site visit found this use disruptive to the neighborhood due to the amount of dust generated to the neighborhood. For building permit to be issued, the applicant will need to work with staff to develop a yard solution to provide dust control. • The city noise ordinance will provide protection to the neighborhood. It specifies allowable decibels for determined work hours. • The original special permit specifically describes the use for oil field related equipment. • There is not a certificate of occupancy for the current use. The applicant will apply for certificate of occupancy. Planning Commission and Staff Recommendation (November 1, 2017): Approval of the change of zoning from the "CG-2/SP" General Commercial District with a Special Permit to the "IL" Light Industrial District. Vote Results: For: 4 Opposed: 1 Absent: 3 Abstained: 0 Staff Report Page 4 Number of Notices Mailed — 42 within 200-foot notification area 1 outside notification area 0 As of November 14, 2017: y= In Favor — 7 inside notification area o — 0 outside notification area z In Opposition — 2 inside notification area CL — 0 outside notification area Totaling 1.11% 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\0917-02 Ardoin Inc(Mobile Mini)\Council Documents=Report_0917-02_Ardoin Inc..docx � M [— W M LU Y M t6 H O N H H H H H H H W M M _ S-6—N-4 Y V M M R 20 6 N_4 a 37'12 38 13 39 6=2 27r29-42 21 p 32 F BARROGATE DR— m O N 25 ®19 36 11 16 26 31 5 17 3 14 7 24 H N M 7 k W h m O H N M H 27 8 15 SUBJECT 41 cG - 2 �PROP ;R;TY H j/ CG - 2 GAG%2 28 30 IL 23 " `rFOp'4ROr S.r 34 I L M 35 40 U ON � 1 H � 9 N CG - 2 18 X10 STIUMELL!LIN 2-33 IL c 0 ¢ m v Z J abate Created:811812017 0 400 800 Z Prepared By.?Jeremyld ~ Feet N Department of Development Services CASE: 0917-02 ZONING & NOTICE AREA RM-1 Multifamily 1 IL Light Industrial RM-2 Multifamily 2 IH Heavy Industrial RM-3 Multifamily 3 PUD Planned Unit Dev.Overlay ON Profess Tonal Office RS-10 Single-Family 10 RM-AT Multifamily AT ngy <•F e �qo RS-6 Single-Family 6 RS-4.5 Single-Family 4.5 ,SUBJECT CN-1 Neighborhood Commercial 'Qo CN-2 Neighborhood Commercial RS-TF Two-Family (`PROPERTY CR-1 Resort Commercial RS-15 Single-Family 15 CR-2 Resort Commercial RE Residential Estate -- CG-1 General Commercial RS-TH Townhouse CG-2 General Commercial Cl Intensive Commercial SP Special Permit g H RV Recreational Vehicle Park CBD Downtown Commercial Z RMH Manufactured Home CR-3 Resort Commercial \ FR Farm Rural �'� p°°. H Historic Overlay `r' 3 BP Business Park r p W 6 Z � ® s' v City of Subject Property O Owners with 200'buffer in favor \ 4 Owners within 200'listed on v Owners LOCATION MAP Corpus attached ownership table /�m opposition _ ,,,,,,,�,��.�.�..� AGNS& Christi —L_ .1 - N z <� O a _ will _ o � � c�wzoo oM o W - W J W a 1� 4 � x i. 'g — = ———— --------- ------ — w N w — 1 — / o ��.-- T - 8 1 X az W / F o _ / ol ol Lo WIRMAX r DO do Qv I w w r Q � I z o � , aeon osoinl �j" 1�("'�) f W09 Cit ofCorpus Christi dWW'eENNE $i DevelopmentServices,,, pt, z 1 F"P)fiP.O. Box 9277 . 1d 44N Carpus Christi,Texas 9 F 0000m40 7,,rEA"' x ? 2017 28 882100010050 SOLID TOCK COMMERCIAL PRO 102 AIRPORT RD CORPUS CHRISTI,TX 784 ............ ..........—TT — ....... he 4-1-1--- Y0 A L, 0 .. "r 'w ., RS-6 cc A on i I i p ° P M ,MSUS �FCr,' PRC?p7RTmn CG-2 � I Lr C B-2 IL 1ZAwww or .� � t , ^�„�•�• � '. G' BwmmN��YfmvamaPrBamM.gmrYfebrz, CASE: 0917-02 SUBJECT PROPERTY WIT14 ZONINGProperty RM-1 WA L Madly RMI MadmBl4areaBBp2 Md B4amvpkrlml r RM4 aMtaOiAmw"S PUP paa—.d U.w owl,0 mermp ON F'.W9' mk-0mm M3•90�Y»gBa��'mrmeOp Bd "M. '����� Mbk At kwftumlry MY R9 MlargYm.Fmwarryrm ,.�"° .,, ., CH•B wmapn 6,manmarcBm! R �B.M �mPa�ly R.m mw�+� ^^••w^. ""., Cs.z MmlgPoemdflaMd Caxmarem W Md.�rF fmaa mY CW•I �aaort Gormawmxatm6 MIA M➢MOM40mmy I9 cCH 1!a'l Mmaer&GornrnmrClmB MLB Mmala ldBal Yim¢mem Gt Caas+erml Gamartmtm MaB F4�.Yk'CamvnPemm Cr B8*r"140 C4aalrr mmB Ap maBaB 6aarmM 1 rl W4rana.ram Cmatmal6rm1 Ma'.F8w0aa¢9m1 4MIr4c1d P.r. "tl ,•°"" ,�., m CMGd GMmeOd'mMl9 Ca 1mmrCUfO,,. RkAN bYmwuPxettad wmnm w GMSCemnrmre laN FM Form#-a Rurmt �-+ w WBmt kgaarrmY 4...ity0f RP MmahSaaa So-mrhw., 4 [� Car�Ir c�n� W �I Chrsu � � mmmm the Development Services Department at least„ houin advance at 361 p 26-3240. Personas can incao ... Persons with disabilities planning to attend this meeting, who may require special services are requested to contact p p f ) acidades, ue tienen la intention de asistir a este 'unto ue re uieren servicios es eciales se les su lice gue den aviso 48 haras antes de la junta Ilamando al de artamento de servicios de desarrallo al numera 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 diri irse a la commission durance la junta v su in I s es limitado, favor de Ilamar al de a omenta de servicias de desarrollo al naaero 361 26-3240 al mends 48 haras antes de la junta para solicitar un inkr rete ser resents durance la °ante. „.............. ,.......-,,,,»,........., ........, ........, CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 0917-02 Ardoln Inc. has petitioned the City of Carpus Christi to consider a change of zoning from the "CG-2/SP" CommercialGeneral i tri it ci it tot e "1L" Liqht Industrial i tri t resultin i change to the Future .The property to be rezoned is describe as: Suntide Industrial r I c 1 and 2, located Iong the north side of Leopard Street, east of Tulloso Road, and west of Suntide . The Planning Commission may recommend to City Council approval or denial, or approval of an intermediate zoning classificationand/or Special Permit. Approval of a chane of zoning, if inconsistent with theCity's Comprehensive f n, 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 Wednesdiav, nrtoberduring one of the Planning mission's regular meetings, which begins at ., in the City Council Chambers, 1201 Leopard treet. You are invited to attend this public hearing to express your views ant is rezoning request. For more information, please call (3 1) -3240. TO Off.... COR , TF118 MVM UST FiLLE OUT, S'-IGNED BY TIE CURB NT PROPE RTY OWNERS)AND MAILED IN ITS ENTIRETY TO THE DEVELOPMENT SERVICES DEPARTMENT, P. O. BOX 9277, CORPUS CHRISTI, TEXAS 78469. 9277. ANY INFORMATION PROVIDED BELOW BECOMES PUBLIC RECORD., „., .. .... ,.a,., NOTE- In accordance with the Planning Commission -Laws, no discussions all be held by a member or members of this Commission with an applicant or appellant concerning an application ora peal,either at home or office,or In person, y telephone call or by letter. Prints N.me: A�011100_ P- P(Ldtj r Address. City/ t te: .f, ( IN FAVOR IN OPPOSITIONone aMj ' REASON: 0gnature SEE MAP ON REVERSE SIDE Case No.0917-02 INFOR Case No.: 17ZN1026 Project Manager: Laura Sheldon Property Owner ID 8 Email:Laura2[tacctex s.com U I i IIB' ktto1 in„ wa�B J N5 w � -��' � � 17'r /> ` '/w'/� � rn mill 1V m w DO® �a'OI& Cit of Corpus Christi d�rN�n Ilq o 4( 11011,m�q�Ilwq�Ilq�II�IgI�I�Nu��", p04691� � u� 0 �! m eQ � Ilm+u�ww,ww�ww�wur; ply INulI�a q�Bmrmomwur�wiwuq� ummaurq„Bottm� is V l d 11 �i i o n�ww�ww'Aww'Aww'Awww mwwwugwmiopulw CPaEaraferprroent Services "��� , Y �N°N��e; I�J� P.O.Box 92'77 �u� I� �� r� II �� � �p�prc, BBfl1��I �nm ��lti f � iBi�l I o�11 �IIIi�M'''" ���I�'����W! Carpus Christ., lexas I�Bam"I f�+q:P1,l(,f.46�.}!:�'�d I�.ol °X41 ,BJ,) 9 794000240050 0ULFwd41t DSONIPATSY A BROOK N�, semw JOINT VENTURE PO Box 151 Corpus Christ],TX 70403 71-77e 2 z f E j................ . 11 , t B, 0 i � ... _ �e ..... .w u �w BARROGATEOR teal ',t, oil III #/ addf r SM, ' d ✓ d ✓ d s✓" � 'StlB°�E, CT, CG r .A, r o �" WL ,,"j� ✓ " �,. ON 2 " a .�.. . ._ � . .... a .. "STIW"WEM1!LN...... .. 9c�is` � i 6rY t 7f9 `,•�a�w8: 4N�Yp'i7 j � �tl�h �, B^yw�aa�cB�g"dsa�my�W CASE. 0917-02 SUBJECT PR"OPERry WITH ZONING ...... �md.� ewuBBruuimnuoy'M uu Bw'mw Ir urwauwxuau�t J '"""��.,,.� � �'UsJECY moa-x Iam ua�Pu n w QNB. PROPE TV NU NS'1 IIm�..J,r kPwwll9w g 12 Hli IIDUb1 'Mlo.9 c——doll Rp„� ISIb bamlPmV Okr Y9 B •n` a.h .,.wi� i g AVB fl Utlw M386.NP1 nax N MDQ�. �I'rv�Ws 4 � 'aah� �^ .. UMB U m f m0 fNNBp.�. �dAJh'U'0.4 IIgdO Uk MT � _ nti SUR-0 064x41&�'Nvesmwrrs I� C”8 W-1111 roPr moe VaO OA:•'d'lib r4 1111f4 A ». Ike Utmmom4 anBeaO IKm11xCm CC!,n G �91� 4epN I n a., RV ';N01w6 UIW4e Paull B u wrn II � twb laa4em iex4ov.nu grwurn;llw�Ild,urM IAI ,B _. COD na a 6'rmr nnwan rei VCIIAW m/'S D 5mA4W ,IW A M'4u8 9Q"'P LRPMKKflF im A'd e'e^/'} � yyyyyy GIR W4 wm I&u.umU a I IlaD-llxp^ �� t,�tg'�G7fl Ct46,101111".r r4 e.6"9 G}'B"Iq ...........................�. tt1 �d dB Jaddd44d Q ChruwaV 4 Persons with disabilities planning to attend this muting, 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 incapaci ades, que tienen la intenci n de asistir a esta luntay aue re uleren servicios especiales, se les suplica gue, den aviso 48 horns antes a In junta llama do al d Dartamento de servicios de desarrollo, al nu ere 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 des ea iri irse a la commission durante la "ante su in Ips es limitado favor de Ilamar al degartamento de servicios de desarrollo al nG ero(361)826-3240 al menos 48 horns antes de la unto arm solipitar r un interprete ser presents durante la Junta. CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 0917-02 Ardoin Inc. has petitioned the City of Corpus Christi to consider a change of zoning from the "CG-2/SP" General rci f District withSpecial Permit to the "I----" Light Industrial istrict, not resulting in c a t t F s a . The property to be rezoned is described as: Suntide Industrial r I c , Lot 1 and 2, locatedthe north side Leopard tr t, est of Tuloso Road, and west of Suntide . 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 Wednesd r, v r 1 2017, during one of the Planning Commission's regular meetings, which begins at ., 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. TC}BE t9N RECORD,THIS FORM MUST BE FILLED „ ..... .......... t3UT, SIGNED BY THE CURRENT PROPER OWNER(S)AND MAILED IN ITS ENTIRETY TO THE DEVELOPMENT SERVICES DEPARTMENT,, P. Ow BOX 9277, CORPUS CHRISTI,, TEXAS 78469- 9277. ANY INFORMATION PROVIDED BELOW BECOMES PUBLIC RECORD. Ni5fiti"'in' accor ance wit the Planning Commission y-L a s, discussion shall bobeld b -a member r . tubers ref 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 lefter. Printed game: 6VI-r ��evt &-rS f' b -S iAJT- Vg Address: ( City/State; CC -7i—WTS -7113403 (/) IN FAV ( ) IN OPPOSITIONPhone: REAS . ®udoakie's 1:M jSigtgure 8 ,� lv1A O I'VE' SIDE Case Na,091702 INFOR Case No. 17ZN1026Mkvot-600L 11r Project Manager;,Laura Sheldon Property Owner ID Email;LauraS2@tacctexas.com Us City of Corpus Christi �IioO NIWiI�IPu�iuPiu°pub"a`14ouVl^" «i%iionWV miiannuuwuaa"m ',V`y�d 1 v� VV"r ��� / �mmmwnmmgami�awm"av«amaoQ IIIIIIII II "iOVhi�� '1D r «2inon.pIIIFIIIl01VIlUVIVu�dmnu«rU�urremmur� Development�ierYiGEtS Dept. ¢ ��I piol�i¢�� iinlPs�it e«�ro [, II,,,II�yj�1 uV p4V .1��V,hi����� ID� BnnuuuwU!�mmmmmN OODUUUVIIIUmgJll^ O. Box 9277 J v IIS p4�u 9W lob lr�U VI���y'll An1�7 "P�Iw a ii r«�� 6 F�81f 1 Corpus Christi,Texas 70469 V���i�l�� ��� �� 02 Oft u�u ��0 j ��II�, OCT 5 'a��Y,�������„i�m�Vi�l�n�III��h41��uM� 1N1�i 1I'f,"f 1 0r f 4[6 f SEP '22 2�,1 Dever 794600320010 LILF HUDSON HOLDINGS LTD P O BOX 151 CORPUS CHRISTI,TX 78403 d pay .... �� .. � - . _.. ... -- -- -------- ........ X.. { U11 RS-6 aw,.,.... �. W o BARROGATE DR OHY W I, SUB "T' o. RF1� CIG-2 s JLryr o µ e ,f o .. .•....... Op P 440 ? , Ce CG-2 w mo ..,STIMMELIV!LI In.�n,e ..... ..::�.,a..... , . . ... c NOR CASE: 0917-02 SUBJECT PROPERTY WITH ZONING Subject ""„� ' property � �19V « kh'L•A mNaeaPm�arp 4s a. lVsmaraavw z �aureafpmia�apvy 4 p keapu �* SUBJECT -� ap."n.0, PUD F'tmrrr dU6 da5am.d7ppn ra ppae amffft. AS 10�enp�..Fmmih,,w "'gym... MOPE TY CHI ¢ ae�p aprmp ani m � � �� CW 9 Y44 kr�h-d CC�tn*gmw $ R t ud � 7 Gmv 1 Camranp w SP &a naa 1a rc C97 RE 91#pbdpn4. S �flldpYpM CaaoriwgrrcapN '68A RhcNt� hiou Pam Cagn Gbamp' 1—ICIpmNGpvtla9 4&M 44k5.VhINMYd dW— CA 3 Kaame9Comm mmi 7a �� FA FOM M., � 14 HMtk 0—lay C"y &N P.M...Ruh ^^^^ a,a.1Wi,-ffi ��LGyCAT1©N hlAP� �ktFis¢1 y..m....� ...,,n..,:....., Persons with disabilities planning to attend this meeting, who may re41Z-6 spec l services, are requested to contact the Development Services Department at least 48 hours in advance ",x$26-3240. Personas con Incapacidades. t@nq @.intend n de, sistir a est@,Lama, ue re uieren sere los es evi l s w,sew,les,s pl'c _ ue den vise 48 oras antes de la"unta Ilamando al de artamento de servicios de d Isar flo al numerp 38J ,826-3240. If you wish to address the Commission during the meeting and yo 56glish is limited, please call the Development Services Department at(361) 826-3240 at least 48 hours in advance request an Interpreter a present during the meeting. Si usted desea dirigirse a la commission durante la iunta V"`su-ingles es limitadoo favor de hamar al departamento de servicios de desarrollo al numero(361)826-3240 al menos 48 horas antes de la junks,para solicitar un intrprte sr_presenk _durank l iunka.. CITY PLANNING f PUBLIC fNOTICE Rezoning Ardoln Inc,,has petitioned the City of Corpus Christi to consider a change of zoning from the "CG-2/SP" General Commercial District with Seecial Permit to the "IL" Liglht Industrial iistrict, not r suiti _ in change a tote Future Land Use Map.The property to be rezoned is described as: Sunticle Industrial Park Block 2, Lot 1 and 2, located along the north side of Leopard Str t, east f T I so, Road, and west of Suntide Road. 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,October 4,2017,during one of the Planning Commission's regular meetings, which begins at §:3 . 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. T BE ON RECORD,THIS FORM MUST BE FILLED OUT, SIGNED BY THE CURRENT k 'P 'kT1'6WNERf "j A"NI7 MAILED IN ITS ENTIRETY TO THE DEVELOPMENT SERVICES DEPARTMENT, P. O. BOX 9277, CORPUS CHRISTI, TEXAS 746 - 9277. ANY INFORMATION PROVIDED BELOW BECOMES PUBLIC RECORD. N E. In accordance with the Planning Cammis ion y-Laws, na discussion shall be"held 6y, a member or members of this Commission with an applicant or appellant concerning an application or appeal,either at home oroffice,or In person, by telephone call or by letter. _ ,. h,.,rcrcrcrcrc . .. Printed Name: " - _ � . " - .. Address: ity/State IN FAVOR ( } IN OPPOSITION Phone:51e/— ; ` 3311 REASON: Signa re SEE MAP N REVERSE SIDE Case No,.0917-02 INFOR Case No.:17ZN1026 Project Manager:Laura Sheldon Property Owner ID:35 Email LauraS2cctexas.com 01 G� J4JI"�iMI Il�ni��rtall�uiuu°w #� �U',iriP �tiW ,, r ,,,,�i�ii��i///ill%/////ll�a��/u,�asuurcrusrfrusrusriurmerrcrcmrcuuo. a Ifrn"0. I#�r � �r�i��l � J rrrr mr aircttm u� aum�maurcadrcodm�urcrcrcttrc�rcvu^ �' u iaa City of Corpus Christi �ir��� 1� �p � ��� Development Services Dept. � �04Cl 11 „ ):0,1 4 Box 9277 t.1 403a 7 36n $ 22 2 A n k'7 Corpus Christi,flexes 78489 40 862100010020 ,wwunmm�^ SOLID ROCK COMMERCIAL PRO 102 AIRPORT RD CORPUS CHRISTI,TX 784 A. Uj,..� w gym.... 0 Uj� �. a S 6 �s 4 BARRO+GATE DR I a1 11 O W W «� u I XOX, el, ° r SC�iB CT' PRt7PT�° - ,2 �m X m liG 2N �f � )% r flC' e a m (n ee S�, _ „ La c ae ftawa CASE: ?-02 wa, SUBJECT PROPERTY WITH ZONING �W 7 ElPmPperty '. RU,I 6&uau"Mov I L LhOM hi t+lol aars p e�mafP a as bkaay an e�elr it ° ani ", SUBJE`r NfR-S MMR4famlfq b PUD PLem d Una Dog,IS1WAW ' " 6R 0-ab eaaa*sel( ass 4U.10 Se@ amug to ,�,^�,,,,,,w tiP!?bPE rY 11 66.A7 4"'a"AAI' RA>s A1ng*,Fameay a CRN No" CummarEUxa CU•S "01"balfteed caamaonfil WI.TF Fgmllg :�.:�.mmvumwre••�.,„„,�� � % ll CR V Kasen Common We RK AY PawE to CR&' Maeoa9 Gommare Ae9 GC.9 GaRomI C—arobt RK R�aeaaamlaa EulaYre m ce a amomarel rmmmaecanl R34H Ta W eR p C9 Untonearu Cmmme�edal bP 3p"¢ele9PgrmR CAC E'beromaearn Commercial RVRtlCeop9bori31 10".06 Pr. RUH &ts�u48¢9acauFtA'Y�'MPne 'i&'p fI BEV IS CRS faeiort G'AbmmetiUaa 'S M1$ I ,�r-r„y�.y. r FR poem Ruael I 4��Kyaf, $P PJu W—s Pored ia .•W.•. c,ardc�ru MAP I cn � ill—Ill""I'll""I"ll""I'll""I'll",Ill""I'll""-"""11--l""IlI............ ..... ............................ Persons with disabilities planning to attend this meeting, who may require special services, are requested to contact f the Development Services Department at least 48 hours in advance at (361) 826-3240. Personas con incapa idades, gue tienen la intenci6n de asistir a esta junta y gue reguieren servicios especiales, se les suplica clue den aviso 48 horas antes de la junta Ilamando a] deDartamento de servicios de desarrollo, al nOmero(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 dirigirse a is commission durante la junta y su ingids es limitado, favor de Ilamar a] departamento de servicios de clesarrollo al n6mero (361)826-3240 al mends 48 horas antes de la junta para solicitar un interprete ser presente durante la junta. .................. —-—-----------------------..............................................-...........-—-----.................................................................................................. CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 0917-02 Ardoln Inc. has petitioned the City of Corpus Christi to consider a change of zoning from the IICG-21SP" General Commercial District with Special Permit to the "IL" Light Industrial District, not resulting in a change to the Future Land Use Map. The property to be rezoned is described as: Suntide Industrial Park Block 2, Lot 1 and 2, located along the north side of Leopard Street, east of7uloso Road, and west of Suntide Road. 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 Wednesd r October 4 2017, during one of the Planning Commission's regular meetings, which begins at §L.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,THi§'FARM'MUST BE FILLED OUT, SidNtb BY THE CURRENT PROPERTY dWhEfk(§J 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, h&E In accordance with', -t the a,P-1"a n n,I'n—g...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 oro ce,or In person, by telephone call or by letter. diPrinted Name: &L,aj LYE t` Address: l on k-kyoby-Lki- City/State:cvr nlj - IN FAVOR ) IN OPPOSITION Phone REASON: Signature SEE MAP ON REVERSE SIDE Case No.0917-02 1 N FOR Case No.: 17ZN 1026 Project Manager: Laura Sheldon Property Owner ID,40 Email: LauraS2@cctexas.com r ���o r.......',"wrr ,rrunwraaannauuiroursnauysnnmi � IVuir�� h ays�iip »rmudrr "� � .� f� a gJr. v i� ranrvrnn�iwaumiwollll4&RNttgCNfldw�rrn,rraiurami�rriry/7Ulnru � //e' R/r � muwuraraonauuirormmm City c>sf�Cr�f �s Christi Development Services Dept r P.O. Box 9277 ��'' ��� .� ����', �i� °°��R�rr�I'� � � l �� Corpus Christi,Texas 76469„fir"' �I��uu�!��p°r���sn�dha",�x��,u��°u�R°�r� � u��G.;l4�h,���kG�4�,:i �� .„9�.�.1 222017 662100010040 '°. fDCVCr6FnCd OLID ROCK COMMERCIAL PRO 2 RD ORPAIRPORT CHRISTI,TX 784P'4" 0 0 w a f ro BARROGATE DR ON e I '�X ",/Z PRO IL my f u -, ..m,,,,, . ,...9T1MN EbLrL� —,— m�--On � ZSUBJECT PROPERTY WITH ZONINGl CASE: 0917-02 y RMt 11—ft f e. L"aarcaraartw RM•x 61addCRawvUg8 aRa®apleafseafrtaii "" ,W8JECT Ria-] PUC P'9ararad Urog pep,O—W :,. . CR aauae�9 Wk. R340 $ .v�npf,0 .. PROPE,.;TY RM At RRa§nRe dTNNE �d .6a�e�°d "" .• CN r4 d C naaralal R3.9.R a.eaoaob a x cR x Ra R Hanel Gaea waeelel R$-TRT—Famopf CR.9 RasPawnertimwrarz kaV R®.fa RY .Fedpy ttl �� CA x RaeaeHCmrenrmial R& Readefnracet€stats "�, ,., N e� cal Ga MMI commeeabl R:.MYH Towo"Ouaa 'Cp,x rrerasCamavarcuac to Vial Pe—K CI ones nelva Gaenneemerk KV R IWanu`WP.Vk lw CRUJi dbuwwmtm+�h�'nNlalafafel Rum afln, Wt—dHw,w* � 1 CR R..."it..I lmV w' a w FR IFarver RurC H BN9alask peadfay fide' �dae Maea Park CCIf'1.H15 nr ,� iraiva C 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 incgnanidgdes, iso48 horas antes de 1 240, 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 des e Ilamar al I mepos 48 horns antes dela 'ante ja-1 -99L4-109M un inter rete ser oresente durance is iunka. ................................ ..................................................................................... ................................................................................................... ............ CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 0917-02 Ardoln Inc. has petitioned the it of Corpus Christi to consider a change of zoning from the "CG-2/SP" General Commercial District with Special Permit tothe "IL" Light Industrial District, not resulting in a channe to the Future Lan4_gle Map.The property to be rezoned is described as: Suntide Industrial Park Block 2, Lot I and 2, located along the north side of Leopard Street, east of Tuloso, Road, and west of Suntide Road. 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 tot City Council.The public hearing will be held on Wednesday, October 4,201L during one of the Planning Commission's regular meetings, which begins at 5-.30 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 (3 1) 826-3240. TO 66 OIC COR ,.THIS----F'O'R' M...M UST BE FILLED,- " OUT, S I G...NE...D,,B Y THE-C- U—R R,E, NT PROPER', ,,- T" ,..OWNER,- , ,, '-(S),-AN,,D,M—A-I L'E'b- IN ITS ENTIRETY TO THE DEVELOPMENT SERVICES DEPARTMENT, P. O. BOX 9277, CORPUS CHRISTI, TEXAS 78469- 9277. ANY INFORMATION PROVIDED BELOW BECOMES PUBLIC RECORD. ....NO .. ... .TE: In accordance with the Planning Commission La s, no discussion shall be held by a member or members of this Commission with an applicant ora ellant concerning an application ora eal,either at home or office,or In person, by telephone call or by letter. .......... ...... Printed Name:—Jq1- 1 71 e Address: L- L—ZL— ity/Stat .1-11-1111� ii. �b4--C ki,N FAVOR IN OPPOSITION Phone(6(p REASON: Signature SEE MAP ON REVERSE SIDE Case No,0917-02 IN OR Case No.: 17 N1026 Project Manager°;Laura Sheldon Property Owner ID-23 Email,Laura$2@cctexas.com ...................... �0101 J& F-11�TPq E Y BO WE S, 0 1 City of Corpus Christi fild ecV,01'I d Q, Development Services DeoI(naA11 P.O. Box 9277 17 Z I F"7'0)4 0 1 4, Corpus Christi,Texas 784M1)(10,46 C" , t 22 2(117 8 862100010070 5er0,fX�,C,!-5,0o10`� SOLID ROCK COMMERCIAL PRO 4......... . ....-00 102 AIRPORT RD CORPUS CHRISTI,TX 7840/(f3 0f Wry 2 - -—------- Uj RS-6 7 <I Z —$ X A P ............. BARROGATEOR Z x XXI v. ECT C X ?I I L IV 0 CG-2 STIMAWELILPLIN .................... .. -01 Ea— CASE: 0917-02 SUBJECT PROPERTY WITH ZONING Subject P-Perly Awl mon.11y I OL Lot SAd"Vtall W-1 M11-0y a IN Htfivy IMU)n Met wwft.py 3 PUb plam"d U11 D"0a01*r PitCMpETY AWAT Uftd.."AT CH migh h&&dCMfflMvw1 AS TG T�F"Wq CH ..,Wl R34 5 5WV4-Fam1Pj 4 A CR R""Icomm.mwl R246 VIngift FMHY 10 CRI Raloncaffimmul RE ft0wffl1.j6.ww ............... R54"Tbwnftum cr.,2 cw-.l cmmpmW IV spdalftmit C I wl coo DO.""M co—=.SII CR A AMR 04-hol—d 14-0 F" F4=RUM H Htttwk Owtq up 5.tMole pa,� ............. AG1111 .,...,...... ., „�,,, �,, ��„ , „ ,� .u. ���, a� ...... Persons with disabilities planningto 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 can incaaacidades. us tisnsn la intsnci6n de asistir a seta 'ante us re uisrsn servicios ss scialss ss les su Mica ue den aviso 8 horas antes de la `unta Ilamando al de artamenta de ssrvicios ds dssarralla al Hamate L3611826-3240. 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 des ea diri arse a la aammissian durance la "ante su in les es limitado fever de Ilamar at ds artasnto de senriias ds desarrollo al nirmero 361 826-3240 al mends 48 horas antes ds la junta para solicitar un inter rete ser resents duranks la °unto. .roo -°„-u °°°°°°°°° CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Ardoin Inc. has petitioned the City of Corpus Christi to consider a change of zoning from the " General Commercial 'r tic it i t r it to the "l Light Industrial istri t re§MAjM1n change to the Future .The property to be rezoned is describe as: Suntide Industrial r I tI and , located alongthe north side Street, east of Tuloso Road, and west of Suntide . The Planning Commission ay 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,October , during one of the Planning Commission's regular meetings, which begins at ., in the City Council Chambers, 1201 Leopard tre t. You are invited to attend this public hearing to express your views on this rezoning request. For more information, pleas ll ( 1) 826-3240, TO BE , THIS FORM M UST BE FILL D OUT, S I GNED B Y THE CU R R E .HT P R 0 P ERT.Y 0W E R(S)AND MAILED IN ITS ENTIRETY TO THE DEVELOPMENT SERVICES DEPARTMENT, P. 0, BOX 9277, CORPUS CHRISTI, TEXAS 78469- 977. ANY INFORMATION PROVIDED BELOW BECOMES PUBLIC RECORD. In accord once with the Planning Commission By-Laws, no discussion shall be hold by a member... ... or members of this Commission with an applicant or appellant concerning an application arappeal,either at home or office,or in person, y telephone call or by letter. ..... . .. ....... ... Printed arae: Address. I City/State: ( I FAV ( ) IN ITI hon A. Sr n ture SEE MAP ON REVERSE SIDE Case No..0917-02 INFOR Case No.; 17ZN1026 Project Manager: Laura Sheldon Property Owner ID:8 Email; LauraS2 cctexas,cam City oCorpus Christi " NfliNinwiivNuuIl�Iln��NI dr9u1r'n�11�pn4f�puly�aN tln^wu^,ni^rl~PjlI�11IhlfNv��v�iNarrl�Vyvmil&vlldl".. ��Nle" `Iln »u u,�uva1u1�l\\1\\rp�N\l1111 sauninwood Development Services Dept., i^V.0 P.O. Box 277 6sfi nnfrmtlVuiol�iairroridNilivilurrriroruiyiiliiiliEiiµi uli10 ��'tl�II r^�¢ ��1\�9�����v� � nalpwamrutlinv.rnei�room�arrmlmvononvuvo1voi� Corpus Christi Texas 78469 0' I 0 2.117 �mwvir � � vS�N ZIP 78.,n(, N^ $,, .000r6 ' 111.fdd,".vI��d^i 22 2017 ,y" .rpm 862100014030 I'`"SOL.iD FCC7ICK CQMMCRCiPi<l.PRO 102 AIRPORT Rb 1,„....,._ .m CORPUSCHRISTI, 784 05 �, w ..... O A z 0 ” 'q Q tt 9 BARRQGATE DR ............ LL-L .. ....................... p IIw_ �. „ w n d .,mow ."�u �� * '✓ ;d*+� �" 13 ✓` IN � 6 n ,w C is-2 L L L° IL 0 u CY p0�7 Fevror a3iwwi p „A s1Uee.Cn�reT 0917-02 w SUBJECT PROPERTY WITH ZONING EC «zubje�f„1N ��.re �awnuNueatP�p a IL Lgn1 unawaUo � �,r OW T har.mlkg it w "i Nnau.1" tl ;-SUBJECT RN1,3 Mi I PUO ssi.µaU.Itpm ouwfgly PE.TY ON sr laoi . .r 1Mi M%6•dg'll' ntlVaovreUklr�.x Nl.i 3W .mP a a.tl ea.�s a �a..n.". F44 Cse"T' s.1 hDaphasalCamm.reWu0 A fWff fl�+..a ^^•• ,^, - w Milt 1Ma•F.M CA 11 W..aa1�Gws.xsN�wl sets l,InpM�Lm1./tY Cr*2 ROW Comm"0111 RE R..ky.atW B.t.IW Ulaf�,tl PeOMM Cwem..010 RZTH'Rwohwm **-.I Cama-1.0 SiC'IIIPiLLU I6P la. 0 p .h lmNaa p.06M41V1 Amtala'W tldh l.a&.¢w ,Il b. a_ m 8MM YrnuhucturYea 4Munleuw /tiT�ti I,.,. aI ,yam. 4,.or Y s.a.W6,,.brolmV.u.U4 Oram Faesm ROM Muaat"nWa, .a ' ��it oirKf ...pm1d, ........ TIO V .................................................-........................................ .............................. ................. Persons withdisabilities-" - --planning, ", to attend this........meeting, who........may reqt4ire special services, are requested to contact the Development Services Department at least 48 hours in advance at (361) 826-3240, Personas con incaDacidades, gue Lien la intenci6n de asistir a esta Ounta y gue reguieren servicios e1speciales se les suglica que den aviso 48 horns antes de la junta Ilamando a] departamento de servicios de clesarrollo, al n6mero(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 f. meeting. Si usted desea dirigirse a la commission durante la Junta v su inalds es limitado. favor de Ilamar al departamento de servicios de clesarrollo a] n6mero (361) 826-3240 al menos 48 horas antes de la junta para solicitar un int6rprete ser presente durante,lajunta. CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 0917-02 Ardoln Inc. has petitioned the City of Corpus Christi to consider a change of zoning from the "CG-2/SP" General Commercial District with Special Permit to the "IL" Light Industrial District, not resulting in a change to the Future Land Use Map The property to be rezoned is described as: Santi de Industrial Park Block 2, Lot I and 2, located along the north side of Leopard Street, east of Tuloso Road, and west of Suntide Road. 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, October 4,201L 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. f 69 E ON K t C 6§&,THIS''FORM"MUST T b,E-_F-IL L E,b,OUT T SJG'N' E' b_dY, THEC,'U'",R"',k'E'-N,T, ,0k,0"',P,,E-R,,T''Y' ,0'W,,N--E R,(S'')-A, N D M,'A'IL E D_ IN ITS ENTIRETY TO THE DEVELOPMENT SERVICES DEPARTMENT, P. O. BOX 9277, CORPUS CHRISTI, TEXAS 78469- 9277. ANY INFORMATION PROVIDED BELOW BECOMES PUBLIC RECORD. NOTE:haccordance 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 oro ce,or In person, by telephone call or by letter. ....................... 1p -me: Printed N ww Address, 101z lzd City/State. A IN FAVOR IN OPPOSITION Phone: REASON: 06AUM Signature U SEE MAP ON REVERSE SIDE Case No.0917-02 INFOR Case No.: 17ZN1026 Project Manager:Laura Sheldon Property Owner ID:34 EmailLaura S2@cctexas.com 4�ssiw��4dt� fled if adM uu�iNArcysr ��� ��/ rcad,I nia�rr»Marr/l%airriiairruerrriarairrrrrsv. i��� d����u�'°p",t @iu �,�'�d��Yr �d mirrrrrUmi iiii���iT/«rtmisUupu iuiuiooa��riiMx City of Corpus Christi �r Development Services Dept. u�urcMi:;ua�st rm!MioIt�+p�iIf p rcr ��tl s�sNrc DP 7 84101 $,0001.146" 44 P.O. Box 5277 017 Carpus Christi,Texas 78465 29 214200020120 NASSER MURICIO AND GUADA 3802 Sally Ln Corpus Christi,TX 78414 G dUAu a � RS.6 a I _ OARROGATE DR o rr ell Xw' IL. . r ,r N � . L........ CG-2 :STILLWELL■I:N .��.... Ll IL r� ..�F"s�a �, .wxr�wrumao CASE® 0917-0 SUBJECT PROPERTY WITH ZONING � " p4peffy w eX omw ero®msa�a aan�wy wee�uM SUBJECT Wim-$. eFkMW YAg B PVD 5'AMM S dn"burr.Owaato q ��, Wrc muXmaAbaa4Wm -,p tzw-WW�nrey,gi, PFipPE TY RM-41'&A.M4am t AS IM4 ffiMnpPm FdaglWg q y � CHI W9d I�AsbbOa'.na"U...M.1 aea TF yw Fgffllj CA CA I W etwImeYn,Wmroror�.L.149®C'CMX YW9YR R1,+ -FaN� LA=b ReedA9 Cmwnanarce Vml R94"vW WXng9w-YaanUYpy@& ,w•"Y•°"�" ftso" nm CSW �rnmrogwatmt 4 s6m. r 04—. c�-a G� X��mn�ae�X �" � 6w.rYuwWwwar� CM b bdwm*W ACaaeamarcXWN... 14"Wk owtay City of r MAPNco Ch' `x� Persons with disabilities planning to attend this meeting, who m.ay q p require special tial �services, are requested to contact , the Development Services Department at least 48 hours in advance at (361) 826-3240. Personas con incnnnridades, ue tienen la intencion de asistir a esta `unto y gue re uieren servicios es eciales se les sur lice ue den auiso 4 horas antes de la junta Ilamando al departamento de servicios cle 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 dirigirse a la commission durante la junta y su ingles es limitado, favor de Ilamar al departamento de serviclos de desarrollo al numero 361) 826-3240 al menos 48 horas antes de la junta para solicitar un intrprete ser presente durante la junta. CITY PLANNING COMMISSION PUBLIC1 Rezoning Case No. 0917-02 Ardoin Inc. has petitioned the City of Corpus Christi to consider a change of zoning from the "CG-2/SP" General Commercial District with Special Permit to the "IL" Light Industrial isric , not resulting i change to the Future . The property to be rezoned is described as: Sunticle Industrial r I ck 2, Lot I and 2, located aI the north side f Leopard Street, east of Tuloso Road, and west of Suntide Road. 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 chane 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 recommendation to the City Council.The public hearing will be held on Wednesday,October 4,2017,during one of the Planning Commission's regular meetings, which begins at 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) 26-3240. TO EON RECORD,TWIS FORM MUST E FILLED OUT, SIGNED BY THE CURRENT PROPERTY OWNERS)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 Plannin CamrnIsslon-B—�.aws, no� -a-m _. y- discussion shall tae held by a me ber 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: : s Address: ,: . 2.1�r'"�' �, .::::. . 7)e, Cjty/State: "i ,::: ( ? IN FAVOR I'N OPPOSITIONPhone:,, AS N jgnature ,,._ SEE MAP ON REVERSE SIDE Case No. 0917-02 1 FOR Case No. 17ZN1026 Project Manager Laura Sheldon Property Owner ID„29 Ernall LauraS cote as coo "�� f rs �r" l y7 �rYl���ua�rv�irr i��i mar iamnnnnna 6��0 �„Stiff t`��aum m�m � ,P �tilialiYtP�7,a'�IIIYGllN7//0%%aim Na�a�a7oir���v Cit of Lo us Christi Development Services Dept ,�°tiy�� �� � P no1y4 0 $ ������ 46,, PWO.Box 9277 � ��,�lmh Yip '��. �.ILUe:�� a 1t.1 '��a n�l.l° 2220,17 Carpus Christi,Texas 78469 32 214200010110 NASSER MAURICIO 3802 SALLY LANE. CORPUS CHRISTI,TX 78414 ^� 777. _�'... UAbd ro tu ShRROtiATE p..._ 0 N ro✓ N' CT �a T� � ib RAW w 2 IL lb;ql „a d✓ d,Y e p+,�a�fy CG-2 WWF , STILIMEL�IN „ o o » . �•, . ... a , of Ana V V I CASA": 0917-02 SUBJECT PROPERTY WITH ZONING nr EJIL L " rertmm P�2. ma 4q�mwp vtma a U9J4GCT N1,1 reMmm�p2 PUD t*lmr�q U.M D9`4,4abawv �Ra arWm�mmt aem R344s repw PRbPE TY �t&p,2�Y,ahaNmtaa�p�Y �s� etre t w CNa Yams �'C9AYeA8Ip MI „M � a��emaa �s r Cm a �mmM Cgw¢nre W Wham 51np9ce•P na#ty 8.® , ��.g 6dme�R Cmm�mecge �� nmx�rmast�ma�am � n ¢a.a �mramral Cmartmeas9ml 1a�74a Tan¢ahemime I ""W.W w"'"""," I M2 f&6COnmRsafdl B sle�'�Pma¢ae4 Ct h mna Wm CmP1Y1414M90 KV a9®klmW i*"t V4"WR Pw%CRO DavRw"AC�—Mkw RUN AP.R¢Raa2�ensi d Nmv!k C'q 5 �mmrRCumrr�4rCes'f, ru a //te�tt �R Sp kIR pli7pl � 4� Gl��p� ar tpveaax�Cara¢�p �.C�!r J � �um�ammmamrr. _.,_,CATION -111111111111--_111111--............. ..... ................ ............................ .....—". .....__ ....... ..,.......- , 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 incagacidades, gue tienen la intenci6n de asistjr a esta juntay oue requieren servicios especiales. se les suplica aue den aviso 48 horns antes de la junta Hernando 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 limiited,, 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_dirjgjrse a la commission durante la junta v su inglds es li itado favor de hamar al departamento de servicios de desarrollo al numero (361) 826-3240 al menos 48 horas antes de la junta para solicitar un_int rprete ser presence durante la junta. CITY PLANNING COMMISSION PUBLIC1NG NOTICE Rezoning Case Na +0997-02 Ardoin Inc. has petitioned the City of Corpus Christi to consider a change of zoning from the " - 1 " General Commercial District with Special Permit to the "IL" Light Industrial District, not resulting i a change to the Future Land Use Map. The property to be rezoned is described as: nti a Industrial Park Block 2, Lot 1 and 2, located along the north side of Leopard treet, east of Tuloso Road, and west of Suntide Road. 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, October 4, 17, during one of the Planning Commission's regular meetings, which begins at :3 ., 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. td BE ON RECORD,THIS FORM MUST BE FILLED OUT SIGNE11 D EY TH11 E 11 CU11 RRENT 11 PRO11 PERTY OWNERS)AND MAILED iN ITS ENTIRETY TO THE DEVELOPMENT SERVICES DEPARTMENT, P. O. BOX 92:77, CORPUS CHRISTI, TEXAS 78469- 9277. ANY INFORMATION PROVIDED BELOW BECOMES PUBLIC RECORD. t]TE: In accordance with the Planning CommissionBy-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: , " Q :.. " 3S ,a (�� Address: 5 City/State: ( ) i N FAVOR (/ IN OPPOSITION Phone: " REASON: Signature SEE MAP ON REVERSE SIDE Case No.0917-02 INFOR Case No., 17 N1026 ProjectManager: Laura Sheldon Property Owner ID, 32 Email: LauraS2@cc(exas.com SC O� Va. v AGENDA MEMORANDUM ryOORPOBPIEO First Reading Ordinance for the City Council Meeting of December 19, 2017 1852 Second Reading for the City Council Meeting of January 09, 2018 DATE: October 23, 2017 TO: Margie C. Rose, City Manager FROM: William J. Green, P.E., Interim Director, Development Services Department BiIIG@cctexas.com (361) 826-3268 Closing of a drainage easement and right-of-way located east of Rand Morgan Road, between Leopard Street and Oregon Trail CAPTION: Ordinance abandoning and vacating a 4.385 acre drainage easement and right-of-way out of a portion of Artemus Roberts Subdivision, Lots 3, 6, and 11, located east of Rand Morgan Road, between Leopard Street and Oregon Trail and requiring the owner, MPM Development, LP, to comply with the specified conditions. PURPOSE: The purpose of this ordinance is to eliminate a portion of the drainage easement and right-of-way to allow for MPM Development, LP, to develop the property. BACKGROUND AND FINDINGS: MPM Development, LP (Owner) is requesting the abandonment and vacation of a 4.385 acre drainage easement and right-of-way out of a portion of Artemus Roberts Subdivision, Lots 3, 6, and 11, located east of Rand Morgan Road, between Leopard Street and Oregon Trail. This abandonment and vacation of the drainage easement and right-of-way is being requested by the owner for new construction. The existing drainage easement and right-of-way is unimproved with no public and private utilities. The Owner has been advised of and concurs with the specified conditions of the Ordinance in regards to the easement dedication and the recording and filing of the ordinance. The Owner must also comply with all the specified conditions of the abandon and vacate ordinance within 180 days of Council approval. ALTERNATIVES: Denial of the utility easement closure. This will adversely impact the Owner's ability to move forward with future development of the subject property. OTHER CONSIDERATIONS: None 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 easement and right of way abandonment. FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital ❑x Not applicable Project to Date Fiscal Year: Expenditures Future 2017-2018 (CIP only) Current Year Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s)- Comments: None RECOMMENDATION: Staff recommends approval of the easement and right of way 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. The Maintenance responsibilities for the vacated easement reverts to MPM Development, LP (Owner). 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: Agenda Memo Ordinance with Exhibits Power Point Presentation Ordinance abandoning and vacating a 4.385 acre drainage easement and right-of- way out of a portion of Artemus Roberts Subdivision, Lots 3, 6, and 11, located east of Rand Morgan Road, between Leopard Street and Oregon Trail and requiring the owner, MPM Development, LP, to comply with the specified conditions. WHEREAS, MPM Development, LP (Owner) is requesting the abandonment and vacation of a 4.385 acre drainage easement and right-of-way out of a portion of Artemus Roberts Subdivision, Lots 3, 6, and 11, located east of Rand Morgan Road, between Leopard Street and Oregon Trail; WHEREAS, it has been determined that it is feasible and advantageous to the City of Corpus Christi to abandon and vacate a 4.385 acre drainage easement and right-of- way, 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 MPM Development, LP (Owner), a 4.385 acre drainage easement and right-of-way out of a portion of Artemus Roberts Subdivision, Lots 3, 6, and 11, located east of Rand Morgan Road, between Leopard Street and Oregon Trail, as recorded in Volume 3, Page 41 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 and right of way 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. Failure to comply with all the conditions outlined in this Ordinance within 180 days will hereby make the Ordinance null and void. SECTION 3. The Maintenance responsibilities for the vacated easement reverts to MPM Development, LP (Owner). That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20187 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 , 20187 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 , 2018. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor MURRAY BASS, JR., P.E.,R.P.L.S. 3054 S. ALAMEDA, ZIP 78404 NIXON M. WELSH, P.E.,R.P.L.S. 361 882-5521-- FAx 361 882-1265 www.bass-welsh.com e-mail: murrayjr@aol.com e-mail: nixmw�a aol.com BASS & WELSH ENGINEERING Engineering Firm Reg. No. F-52 Surveying Firm Reg. No. 100027-00 P.O. Box 6397 Corpus Christi, TX 78466-6397 September 20,2017 16047-M&B-DE Closure DE/ROW CLOSURE STATE OF TEXAS § COUNTY OF NUECES § Description of a 4.385 acre tract of land, more or less, a portion of Lots 3, 6 and 11, Artemus Roberts Subdivision, a map of which is recorded in Volume 3, Page 41, Map Records, Nueces County, Texas, and being a portion of a drainage easement and right-of-way described by deed recorded at Document No. 2003045766, Official Records of said county, said 4.385 acre tract of land for drainage easement and right-of- way closure as further described by metes and bounds as follows: BEGINNING at a west right-of-way corner of Rand Morgan Road which bears N89°12'33"E 20.00' from the northeast corner of Lot 11, Block 1, Northwest Crossing Unit 1, a map of which is recorded in Volume 62, Pages 1 and 2,said map records,said beginning point for the southeast corner of the tract herein described; THENCE S89012'33"W 1910.00' along a westerly right-of-way line of said Rand Morgan Road and along a northerly boundary line of said drainage easement and right-of-way and along the north boundary line of said Northwest Crossing Unit 1 and along the north boundary lines of Northwest Crossing Units 3, 5, 6 and 7 to the northwest corner of Lot 49, Block 6, said Northwest Crossing Unit 7, a map of which is recorded in Volume 68,Pages 282 and 283,said map records,for the southwest corner of the tract herein described; THENCE N00047'27W a distance of 100.00' to a point for the northwest corner of the tract herein described in the north boundary line of said drainage easement and right-of-way; THENCE N89012'33"E a distance of 1909.9.5' along the north boundary line of said drainage easement and right-of-way to a point in the west right-of-way line of Rand Morgan Road for the northeast corner of the tract herein described; THENCE S00049'15"E along said west right-of-way line of Rand Morgan Road,being along a line 40'west of and parallel to the center line of said Rand Morgan Road, a distance of 100.00' to the POINT OF BEGINNING, a sketch showing said 4.385 acre tract of land for drainage easement and right-of-way closure being attached hereto as Exhibit`B". 119 "t0 ,11 su OF•w •M on M.Welsh, R.P.L.S. ,;,...�.:.: •+ ' eNIX(M M,WEL 22!1 •�, ie • rya 111R�rY EXHIBIT "A" Page 1 of 1 CL RAND MORGAN ROAD---,. 0 S00049' 15' E 100. 00' 20' it 12 (D NORTHWEST 13 CROSSING UNIT 1V. 62, P. 1 & 2, M. R. /14 \3 NORTHWEST CROSSING 36 UNIT 3 V. 63, P. 53 & 54, M. R. 37 /38 59 S89* 12' 33' W LOT 3 1910. 00, LOT 6— 60 z Li 'm a- 61 NORTHWEST CROSSING c4 r3 UNIT 3 V. 63, P. D-i W W - li c� /62 53 & 54, M. R. EXHIBIT " B" > ON z o w SKETCH TO ACCOMPANY Q� Q� u Lj(4:) C3 1.0 METES AND BOUNDS go::':�- s::4�.o 84 O<Z NORTHWEST CROSSING 0�mDESCRIPTION V)> UNIT 5 V. 66, P. Li 0 0 1'=250' F- k Q�C,) 85 67 & 68, M. R. (y) 110 Ld C� (y) LLJ 0 P cu 86 CLi Z w a: 00 PORT. ARTEMUS o z ROBERTS SUB. , cq LOTS 6 & 11 LOT 6 LOT 11 2 2 ll� 23 »»4 DE/ROW CLOSURE TRACT, (D NORTHWEST CROSSING UNIT 6 V. 66, P. PORTION ARTEMUS 150 & 151, M. R. 24 H M.WELS ROBERTS SUB, , LOTS 3 6, AND 11 , 4. 385 AC 25 \46 47 NORTHWEST CROSSING r — UNIT 7 V. 68, P. 48 282 & 283, M. R. NOO* 47' 27" W 100, 00'-\ @ 4VI24'01�1 7 479 LOT 11 DE/ROW, DOC, NO. L -1— OT 2003045766, O. R. BASS AND WELSH ENGINEERING CORPUS CHRISTI, TX SURVEY REG. NO. 100027-00, PORTION ARTEMUS ROBERTS SUB. , V. 3, TX ENGINEERING REG. NO. F-52, P. 41, M. R, , BRAMAN RANCHES LLC, FILE: EXB—DE CLOSURE, JOB NO. 16047, SCALE: 1" = 250' PLOT SCALE: SAME, PLOT DATE: 9/20/17, SHEET 1 OF 1 FppARD sr 4p> 4.385 AC. DRAINAGE EASEMENT AND RIGHT-OF-WAY CLOSURE TRACT o cu Ld Fcu H W ~ H ON L3 Q S Q Z O Q (U Z x 0 J O 3 J QV N V W A w Ld a CA o ra cou OREGON TR, Z 0 TULOSO MIDWAY Q� INTERMEDIATE SCHOOL x z z z �T GOODNIGHT-LOVING TR. d � � ~ x o a cxn o l7 U L) C3 0 400' 800' 1600' MCNORTON ST. SCALE: 1'= 800' f— LOCATION MAP FOR DRAINAGE EASEMENT AND RIGHT-❑F-WAY CLOSURE 1' = 800' (APPROX. ) BASS AND WELSH ENGINEERING CORPUS CHRISTI, TX SURVEY REG. NO. 100027-00, TX ENGINEERING REG. NO. F-52, FILE: EXB—DE CLOSUREI, JOB NO. 16047, SCALE: 1" = 50' PLOT SCALE: SAME, PLOT DATE: 9/25/17, SHEET 1 OF 1 Drainage Easement and Right -of -Way Closure for Artemus Roberts Subdivision, Lots 3, 6, and 11 City Council Presentation December 19, 2017 roposed drainage ement and right -of - 3y (2.712 ac) to be iedicated to City Existing drainage easement and right-of-way (4.385 ac) to be closed Aerial Overview Staff Recommendations Staff recommends: • Approval of the proposed drainage easement and right-of-way closure. se 00 � w �a o v AGENDA MEMORANDUM NCOFPOpp`EQ Future Item for the City Council Meeting of December 19, 2017 1852 Action Item for the City Council Meeting of January 9, 2018 DATE: December 7, 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 Oso Water Reclamation Plant Headworks and Lift Station (Capital Improvement Program) CAPTION: Ordinance rejecting the apparent low bid of COBRA/CYMI JV as non-responsive and authorizing the City Manager or designee to execute a construction contract with CSA Construction, Inc. of Houston, Texas as the lowest responsive, responsible bidder in the amount of $22,865,540 for the Oso Water Reclamation Plant Headworks and Lift Station for the Total Base Bid plus Additive Alternate No. 1. (Capital Improvement Program (CIP)) PURPOSE: The purpose of this agenda item is to obtain authority to declare the apparent low bidder as a non- responsive bidder and execute a construction contract to the lowest responsive bidder. BACKGROUND AND FINDINGS: This project is part of the City Utility Department wastewater Capital Improvement Plan to improve the reliability of the system, odor control and maintain regulatory compliancy. CIP Description: Oso Water Reclamation Plant Headworks and Lift Station The construction of the Oso Water Reclamation Plant Interim Ammonia Improvements Phase 1 has achieved the required interim modifications of the physical, chemical and biological treatment processes to the Oso Water Reclamation Plant. This project ensures continued compliance with the recent ammonia and nutrient removal permit criteria. The project consists of the construction of a new headworks, lift station, Electrical Control Room (ECR) building, odor control unit, and yard piping. Project Scope: The Oso Water Reclamation Plant was originally constructed in 1941 with the last major upgrades at the plant in 1982. To ensure continued Texas Commission on Environmental Quality (TCEQ) permit compliancy, major upgrades are required at the plant. This project addresses two critical facilities, Lift Station No. 1 and the Headworks Facility. Both are both beyond their design life and experiencing severe degradation. The two critical facilities significantly increase operational/maintenance cost and adversely impact overall plant performance. Continual maintenance and repairs are required with significant reduction to the efficiency and safety for maintenance personnel. This directly impacts reliability of the plant and ability to maintain TCEQ permit compliancy. The following provides more descriptions of the proposed facility conditions and proposed improvements: Lift Station No. 1 cannot meet the flow requirements during wet weather events. Lift Station capacity is approximately 30 million gallons per day (MGD) and the pumps are obsolete. The failing pumps and minimal capacity requires three additional 10 MGD standby emergency diesel pumps to meet peak flows during wet weather events. The lift station is experiencing major structural deficiencies in the wet well. The new lift station capacity is 80 MGD with a dual 40 MGD configuration creating redundancy for improved efficiencies and maintenance, and includes new wet well with state of the art electrical and controls. The increased capacity and reliability will minimize sanitary sewer overflows in the Oso Basin collection system. The Headworks Facility was constructed in 1954 and consists of two 50 MGD bar screens and an obsolete and non-functioning aerated grit removal system. The poor condition of the bar screens require routine shut downs for labor intensive manual cleaning. The existing two bar screens are also experiencing severe structural degradation that creates potential safety hazards at the plant. The new Headworks Facility includes four 25 MGD bar screens with smaller grid patterns (holes) to better remove debris from downstream treatment units along with a new, low maintenance vortex grit removal system. The new equipment and configuration improves operational capacity with more balanced flows that significantly reduces unplanned maintenance. The improvements also provide redundancy to allow better maintenance with reduced cost and improved safety. The work also includes a new odor control unit minimizing potential nuisance odors to the adjacent neighborhoods. Other improvements include the removal of grit from existing clarifier influent channels which will improve the water quality and restore the hydraulic capacity for water treatment. Additional grit removal is proposed for the clarifier effluent channel and return troughs. The construction contract was developed with a Base Bid and Additive Alternate No. 1 as follows: Base Bid — Includes new 80 MGD Lift Station No. 1 facility with new pumps, wet well, electrical services and controls with the demo of the existing pumps, wet well and associated equipment. Replacement of the Headworks Facility (98 MGD) with new bar screens, grit removal system and odor control building. Additional work includes construction of a new electrical control room prefabricated building with new access driveways, miscellaneous yard piping and other associated site improvements. Additive Alternative No. 1 — Includes removal and disposal of debris and grit in the east and west clarifier effluent channel and return troughs. On August 16, 2017, the City received proposals from four (4) bidders, one of which was determined as non-responsive. The remaining three (3) bidders found to be responsive are presented below. CONTRACTOR BASE BID ADD. ALT. BASE BID PLUS ADD. NO. 1 ALT. NO. 1 CSA Construction, Inc. 22,325,000 540,540 22,865,540 Houston, Texas Kiewit Infrastructure South Co. 24,222,130 480,870 24,703,000 Fort Worth, Texas Pepper Lawson Waterworks, LLC 24,999,180 521,820 25,521,000 The Woodlands, Texas Engineer's Opinion of Probable 26,776,000 750,000 27,526,000 Construction Cost The fourth bid was determined as non-responsive for failure to demonstrate adequate experience on completed projects. Bidders are required to submit their Statement of Experience (SOE) to demonstrate their experience and qualifications. Bidders must demonstrate successful completion of at least five similar projects with relevant complexity, magnitude and scope. After evaluating all SOEs and interviewing past project references submitted by COBRA/CYMI Ms, City Staff and the design engineer concluded the bid as non-responsive due to the inability to demonstrate satisfactory completion of at least five (5) similar projects. CSA Construction, Inc. meets the experience requirements and is considered a responsive bidder capable of completing the work required in this project. ALTERNATIVES: 1. Authorize execution of construction contract and declaration of non-responsiveness of one bidder. (Recommended) 2. Do not authorize execution of construction contract and no declaration of non-responsiveness for one bidder. (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 2017-2018 Expenditures Line Item Budget (CIP) 10,247,900 10,000,000 18,000,000 38,247,900 Encumbered / Expended Amount 10,247,900 10,247,900 This Item 8,500,000 14,365,540 22,865,540 Future Anticipated Expenditures This Project 1,500,000 2,609,678 4,109,678 BALANCE 01 0 1 1,024,782 1 1,024,782 Fund(s): Wastewater CIP#20 Comments: This project requires approximately 730 days (2 years)for construction with anticipated completion by February 2020. The construction contract will result in the expenditure of an amount not to exceed $22,865,540. RECOMMENDATION: City Staff recommends rejecting the apparent low bid of COBRA/CYMI JV as non-responsive and authorizing the City Manager or designee to execute a construction contract with CSA Construction, Inc. of Houston, Texas as the lowest responsive, responsible bidder in the amount of $22,865,540 for the Oso Water Reclamation Plant Headworks and Lift Station for the Total Base Bid plus Additive Alternate No. 1. LIST OF SUPPORTING DOCUMENTS: Ordinance Project Budget Location Map Presentation Form 1295 Letter of Recommendation Page 1 of 2 Ordinance rejecting the apparent low bid of COBRA/CYMI JV as non- responsive and authorizing the City Manager or designee to execute a construction contract with CSA Construction, Inc. of Houston, Texas as the lowest responsive, responsible bidder in the amount of $22,865,540 for the Oso Water Reclamation Plant Headworks and Lift Station for the Total Base Bid plus Additive Alternate No. 1. (Capital Improvement Program (CIP)) WHEREAS, four bids were received on August 16, 2017, for the Oso Water Reclamation Plant Headworks and Lift Station Project (Project); and WHEREAS, the apparent low bidder for the Project, COBRA/CYMI JV, failed to respond to the requirements of the bid documents; and WHEREAS, COBRA/CYMI JV failed to demonstrate the experience and qualifications specified in the bid documents. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The apparent low bid submitted by COBRA/CYMI JV is rejected as non- responsive. SECTION 2. The City Manager or designee is authorized to execute a construction contract with CSA Construction, Inc. of Houston, Texas as the lowest responsive, responsible bidder in the amount of $22,865,540 for the Oso Water Reclamation Plant Headworks and Lift Station project for the Total Base Bid plus Additive Alternate No. 1. Page 2 of 2 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 20177 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 , 20187 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 , 2018. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor PROJECT BUDGET ESTIMATE Oso Water Reclamation Plant Headworks and Lift Station FUNDS AVAILABLE: WastewaterCIP.............................................................................................................. $20,247,900 Future Wastewater CIP.................................................................................................... 18,000,000 TOTAL FUNDS AVAILABLE............................................................................................. $38,247,900 FUNDS REQUIRED: Construction and Contingency............................................................................................ 25,152,094 Construction (CSA Construction, Inc.)THIS CONTRACT................................. 22,865,540 Contingency(10%)....................................................................................... 2,286,554 Construction Testing and Inspection Fees Estimate:............................................................... 914,958 *Construction Material Testing Estimate....................................................... 150,000 Construction Inspection Estimate............................................................... 764,958 Design:.......................................................................................................................... 9,998,629 **Original (LNV, Inc.)............................................................................... 9,998,629 Amendment No. 1 (LNV, Inc.).................................................................... 0 Amendment No. 2 (LNV, Inc.).................................................................... 0 Amendment No. 3 (LNV, Inc.).................................................................... 0 Amendment No.4 (LNV, Inc.).................................................................... 0 Reimbursements:............................................................................................................ 1,157,437 Contract Administration (Engineering Svcs Admin/Capital Budget/Finance)............. 382,479 Engineering Services (Project Mgmt/Constr Mgmt)............................................. 764,958 Misc.......................................................................................................... 10,000 TOTAL.......................................................................................................................... $37,223,118 ESTIMATED PROJECT BUDGET BALANCE....................................................................... $1,024,782 *Testing services will be executed as a Task Order under future Master Service Agreement **Contract approved by City Council on June 11, 2013 by Motion No. M2013-102 181 e ORRipoR (�N SCALE: N.T.S. SHIP CHAN CORPUS CHRISTI I LEOPARD e ` a z CORPUS CHRISTI BAY Z e�<pwi�li 286 F G. 358 j MOR 9l 00 Z o��y � RtiF PROJECT LOCATION 32 °gRp�F p<<iygR ��s OQO��i S,p p 0- TEXAS A&M UNIVERSITY CORPUS CHRISTI o� Q 358 ZZ Q� �SgRq�ocg3�m Q�� Mc�Rp�F o CABANISS Gj Z OSO BAY CORPUS CHRISTI FIELD t� Q NAVAL AIR STATION Qv ° �v 4� FLOUR BLUFF 2 358 286 S �QO Z JF F a O� Q 1 �0 OHO= YpR�TOw GP 3� H LAGUNA MADRE LOCATION MAP NOT TO SCALE Project Number: E12206 Oso Water Reclamation Plant CITY COUNCIL EXHIBIT DEPARTMENT OF ENGINEERING SERVICES Headworks and Lift Station CITY OF CORPUS CHRISTI,rexas Corps Christi Engineering Oso Water Reclamation Plant Headworks and Lift Station Council Presentation December 19, 2017 Project Location Corpus hT Engineering CORPUS CHRISTI BAY N SCALE: N.T.S. OSO WATER RECLAMATION PLANT HEADWORKS AND LIFT STATION TEXAS A&M UNIVERSITY CORPUS CHRISTI CORPUS CHRISTI NAVAL AIR STATION FLOUR BLUFF Project Vicinity Corpus Chi t Engineering OSO WATER RECLAMATION PLANT HEADWORKS AND LIFT STATION Project Objectives Corpus Chr Engineering Headworks and Lift Station • Built in 1941 and exceeded service life • In very poor physical conditions and operational performance • Lower treatment capacity and higher O&M costs Objectives: • Maintain regulatory compliance • Assure operational functionalities • Improve treatment capacity and efficiency • Reduce O&M costs • Reduce process odors • Avoid potential emergency events and permit violations Project Scope Corpus Chi Engineering Base Bid includes: • New 80 MGD capacity lift station • New 98 MGD capacity headworks • Prefabricated electrical control room (ECR) #5 building • Electrical, instrumentation and control systems • New odor control units • Yard piping • Associated site improvements Additive Alternative No.1 includes: • Removal and disposal of debris and grit in the west and east treatment train return troughs Project Schedule Corpus Chr Engineering Bid & Award Project Construction Estimate: 730 Days Schedule reflects City Council construction award in December 2017 with completion planned by February 2020 LNV Solutions Today with a engineers � architects ( surveyors Vision for Tomorrow October 24, 2017 J.H. Edmonds, P.E. Director of Engineering Services City of Corpus Christi P.O. Box 9277 Corpus Christi, TX 78469-9277 Re: Oso Water Reclamation Plant Headworks and Lift Station Project No. E12206 Construction Contract Award Recommendation Dear Mr. Edmonds: On Wednesday, August 16, 2017, bids were received and opened at 2:00 pm by City staff for the Oso Water Reclamation Plant Headworks and Lift Station project, E12206. The project consists of new lift station, headworks, and odor control facilities to replace the existing deteriorated facilities at the Oso Water Reclamation Plant. The existing plant will remain in service for the duration of the project and must continue to effectively process wastewater to ensure that all discharges are compliant with the City's discharge permit. There were four (4) bidders on this project and all were below the Engineer's Opinion of Probable Construction Cost (OPCC). Table 1 provides a summary of the bid tabulation results of the four bidders, along with the Engineer's OPCC. Table 1 — Summary of Bid Tabulation COBRAICYMI CSA Kiewit Pepper LawsonEngineer's Opinion Description iv Construction, Infrastructure waterworks, of Probable Inc. South Co. LLC Construction Cost Base Bid $ 21,305,990.00 $ 22,325,000.00 $ 24,222,130.00 $ 24,999,180.00 $ 26,776,000.00 Additive Alternate No. 1 $ 585,000.00 $ 540,540.00 $ 480,870.00 $ 521,820.00 $ 750,000.00 Base Bid+Add.Alt.1 $ 21,890,990.00 $ 22,865,540.00 $ 24,703,000.00 $ 25,521,000.00 $ 27,526,000.00 The apparent three low bidders were required to submit their statement of experience (SOE) to demonstrate their experience and qualifications. Due to the complexity and critical nature of this project, the City and LNV/Jacobs established minimum experience requirements which must be achieved before a Contractor is considered a responsive bidder. The minimum experience requirements and how they are to be taken into consideration are specified in Section 00 45 16 Statement of Experience of the contract documents. The Contractors must demonstrate that they have successfully completed projects of comparable type, complexity and magnitude by providing a list of similar projects and Page 1 of 4 801 NAVIGATION 1 SUITE 300 1 CORPUS CHRISTI,TEXAS 78408 OFFICE 361.883.1984 1 FAX 361.883.1986 1 WWW.LNVINC.COM LNV Solutuons Today Frith a engineers I architects I surveyors Vision for Tomorrow references for each project. In preparing an SOE, it is understood that each Contractor will consider their entire body of work and choose similar projects that best demonstrate their capabilities and past project performance. The following two tables summarize the evaluation of the COBRA/CYMI JV SOE, .........................................................................................................................................................._..............�.........�................................................................................................................................................................................................................................................................................................................................................................................................................................_......................... . COBRA/CYMI JV SOE ......................................................................................................................................................................................._................_.®...................................................................................................................................................................................................................................................................................................................................................................................................................................................... ITEMS DEMONSTRATING EXPERIENCE • Resume for Project Manager and Quality Control Manager demonstrates sufficient experience in similar public-sector water and wastewater projects. • One (1)of the six(6)listed projects qualifies as a similar project completed by the bidder's organization. • COBRA and CYMI demonstrated better than average Construction Site Safety Experience Modification Ratios (EMR)for 2016(one of the 3 years requested). For 2014 and 2015, the SOE referenced better than average EMR's for Applied Control Technology, a subsidiary of CYMI. ITEMS NOT DEMONSTRATING EXPERIENCE • Resumes for key staff such as the Project Superintendent, Electrical General Superintendent, and Safety Director/Manger do not demonstrate experience in public-sector water and wastewater treatment projects. Resumes for alternates were not provided. • Four(4)of the six(6) listed projects have not been completed and are still under construction. These projects cannot be used to demonstrate the Contractor's ability to successfully complete projects. • One (1)of the listed projects is considered a non-similar project consisting of an industrial sector, chemical facility design-build (D/B) project. • One (1)of the listed projects is considered only marginally similar as it included a large amount of collection system micro-tunneling which is unrelated to this work. • One (1)of the listed projects is considered only marginally similar as it consisted of large diameter water distribution lines which is not included in this work. • COBRA did not provide Construction Site Safety Experience Modification Ratios (EMR)for 2014 and 2015, as requested. Page 2 of 4 801 NAVIGATION I SUITE 300 I CORPUS CHRISTI,TEXAS 78408 OFFICE 361.883.1984 1 FAX 361.883.1986 1 WWW.LNVINC.COM LNV SoIudons 'today wfth a engineers I architects I surveyors Vision for Tomorrow SUMMARY OF COBRA/CYMI JV REFERENCES ............................................. ........ ............................................................................ • Eight(8) references were contacted and questioned about their professional experience with the bidder's organization. One (1)of the listed references could not be reached. • Discussions with references did not confirm nor provide any additional evidence that COBRA/CYMI JV meets the requirements of a responsive bidder. After a thorough evaluation of this SOE, taken in its entirety, it is LNV's opinion that COBRA/CYMI JV has not demonstrated that it meets the minimum experience and qualification requirements set forth in the contract documents and, as per Section 00 21 13 and Section 00 30 00, is considered a non-responsive bidder. The following two tables summarize the evaluation of the CSA Construction, Inc. SOE. ......._.._......_....................................................... .................. ......._......................................................................................................................._........................................................................................................................_......._................._......................................._.................................................................... CSA CONSTRUCTION, INC. SOE ....................................._......._............................................. ...... .............................................................................................................................................................................................................................................................................._..............................................................................................................................................._....._........... ITEMS DEMONSTRATING EXPERIENCE • Resumes for Project Managers Superintendent, Safety Manager and Quality Control Manager(both primary and alternate for each position)demonstrate sufficient experience in similar public-sector water and wastewater projects. • Four(4)of the five(5) listed projects qualify as projects of similar type and magnitude completed by the bidder's organization. • In addition, CSA has completed approximately forty-three(43) similar, to marginally similar„ water and wastewater treatment projects over the past 10 years. • CSA listed four(4)wastewater projects previously completed with the City of Corpus Christi. • CSA demonstrated better than average Construction Site Safety Experience Modification Ratios (EMR)for the last 3 years (2015, 2016, and 2017), as requested, and in 2013 and 2014 as well. ITEMS NOT DEMONSTRATING EXPERIENCE • One(1) of the five (5) listed projects has not yet been completed and is still under construction. This project cannot be used to demonstrate the Contractor's ability to successfully complete projects. NOTE. However, CSA included a supplementary list of 43 other completed projects of similar experience in their SOE. Page 3 of 4 801 NAVIGATION I SUITE 300 I CORPUS CHRISTI,TEXAS 78408 OFFICE 361.883.1984 1 FAX 361,883.1986 1 WWW.LNVINC.COM LNV Solutions Today with a engineers I architects I surveyors Vision for Tomorrow SUMMARY OF CSA CONSTRUCTION REFERENCES ................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................................ .................... • Six(6) references were contacted and questioned about their professional experience with the bidder's organization. • All six(6) references provided positive feedback and confirmed that they would hire CSA Construction again. • One (1) reference, associated with the incomplete project mentioned above, stated that the project is approximately 85% complete and ahead of schedule. He stated that CSA has exceeded their expectations and said that"CSA is the best in Texas when it comes to water and wastewater treatment contracting". • Five (5) references confirmed their projects were on schedule and on budget. • CSA Construction, Inc.website, .cscnstructio .c , references and provides a list of over 100 water treatment and wastewater treatment plants they have completed in the State of Texas since 1979. LNV/Jacobs determined that CSA Construction meets the minimum experience requirements specified Section 00 45 16 of contract documents and considers CSA a responsive bidder capable of completing the work required in this project. LNV/Jacobs recommends that the City of Corpus Christi award the contract for construction of the Oso WRP Headworks and Lift Station project to the lowest responsive and responsible bidder, CSA Construction, Inc., in the amount of$22,865,540.00. If you have any questions or need additional information, please contact me at (361) 883- 1984. Sincerely, LNV, Inc. TBPE No. F-366 / t° Lgan Burton, P.E. Vice-President/Project Manager Enclosures: 1. Bid Tabulation (1 Page) cc: Jiangang Deng, P.E.; Sylvia Arriaga Page 4 of 4 801 NAVIGATION I SUITE 300 I CORPUS CHRISTI,TEXAS 78408 OFFICE 361.883.1984 1 FAX 361.883.1986 1 WWW.LNVINC.COM I o o 8 8 lo 18 oo oo oo oo 1 0 8 o cs c5 6 c5 6 cs 6 c5 o 8 oo oo 16 Ci H } � / / \ \ \ \ \ \\, \ \ , c5 6 c5 6 cs 6 c5 16 oo oo 4o mm m" ow \ \ 6 6 6 6 cs 6 6 ci cs I Po z Cli oo oo oo cs 6 cs mm I oo oo 1. 6 c5 6 z 6 6 6 6 cs 6 6 \I 14 Iq z 42 oo 1. 1. oo 1. 6 6 cs 6 6 6 C5 d 6 z oo 1. 1. o oo § § 6 6 6 6 cs 6 6 cs q 's: 1. oo 0 w- Iz cl � / ( \ \ � , \ , _ , _,\ \ , , t I z o c5 6 c5 6 cs \ \ cs m 1 6 c5 d 6 So I I lw z 2 z z to 0 0 I .i \ \ \ �a ) ) -0, < 0 0 0 u zj v: I < =< F, cu) a< \ / / / - | § u C) m" , , ol 3 2u C) " --2 1 w, < E� 4 u > 2 0 z 0 0 < C-) z - #\ § }J /: i , w u� < I u u o 0 2 ou 0 — — t -0z \\ � \ �\\\ : \� -0 < 0\ { I = �jt)�: =z0 ;� . ;�zs5t—< M0 . r = ; / \ / )! \} ) § } 0 3<: cu) 2 z < > w < 0, o cl) > m a — < cu) i 0 1 15 _}! \! ` r(a -\ : �\ ( \- \)-- \j / )}) &/ 0 0 0 0 2 <0 I C) 2i 1 cu) 2,i u--- 0 < < < 0 o C, 0 0 o u C) j\ \ 2i < 2i t7 0 0 t2 0 0 E: >< Fo- 2i C) Ou 10 < Z w U NCORPOR RS EO 1852 AGENDA MEMORANDUM Future item for the North Padre Island Development Corporation Meeting of December 12, 2017 Action item for the North Padre Island Development Corporation Meeting of December 19, 2017 DATE: December 1, 2017 TO: Board of Directors North Padre Island Development Corporation FROM: Keith Selman, Assistant City Manager Keithse@cctexas.com (361) 826-3232 Special North Padre Island Development Corporation Meeting CAPTION: Special meeting of the North Padre Island Development Corporation. PURPOSE: This is a special meeting of the North Padre Island Development Corporation. BACKGROUND AND FINDINGS: There are two items on the agenda. • The first is to appoint the Corporation's Treasurer as an investment officer of the Corporation. • The second is to amend the investment plan to provide more liquidity needed for repairs of Packery Channel resulting from the impacts of Hurricane Harvey and approve a revised resolution for investing in TexPool. ALTERNATIVES: Do Not Approve These Items OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: Yes EMERGENCY/ NON-EMERGENCY: Not Applicable DEPARTMENTAL CLEARANCES: City of Corpus Christi Finance Department City of Corpus Christi Legal Department FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s)- Comments: None RECOMMENDATION: Approve the items as presented. LIST OF SUPPORTING DOCUMENTS: Meeting Agenda NPIDC Memo — Investment Plan & TexPool Resolution AGENDA NORTH PADRE ISLAND DEVELOPMENT CORPORATION SPECIAL MEETING Date: Tuesday, December 19, 2017 Time: During the meeting of the City Council beginning at 11:30 a.m. Location: City Council Chambers, Corpus Christi City Hall 1201 Leopard Street Corpus Christi, Texas 78401 1. Call meeting to order. Secretary Rebecca Huerta calls roll. Board of Directors Officers Greg Smith, President Margie C. Rose, Executive Director Joe McComb, Vice President Rebecca Huerta, Secretary Lucy Rubio Paul Pierce, Assistant Secretary Rudy Garza Constance P. Sanchez,Treasurer Michael Hunter Judy Villalon, Assistant Treasurer Ben Molina Carolyn Vaughn Paulette Guajardo Debbie Lindsey-Opel 2. Approval of the Minutes from August 22, 2017 3. Public Comment. 4. Motion appointing the Corporation's Treasurer as an Investment Officer of the Corporation under the Corporation's Investment Policy (No Attachments). S. Motion amending investment plan and approving resolution for participation in TexPool. 6. Adjourn. NORTH PADRE ISLAND DEVELOPMENT CORPORATION CITY HALL — COUNCIL CHAMBERS 1201 LEOPARD TUESDAY, AUGUST 22, 2017 DURING THE CITY COUNCIL MEETING BEGINNING AT 11:30 A.M. PRESENT MEMBERS STAFF Greg Smith, President Margie C. Rose, General Manager Joe McComb, Vice President Rebecca L. Huerta, Secretary Lucy Rubio Paul Pierce, Asst. Secretary Rudy Garza Constance P. Sanchez, Treasurer Michael Hunter Judy Villalon, Asst. Treasurer Ben Molina Carolyn Vaughn (arrived at 3:10 p.m.) Paulette Guajardo Debbie Lindsey-Opel 1. Call meeting to order—President Smith called the meeting to order at 3:09 p.m. Secretary Rebecca L. Huerta called the roll and verified that the necessary quorum of the board and the required officers were present to conduct the meeting. 2. Election of Officers — President Smith stated that the current officers are: Executive Director Margie C. Rose, Secretary Rebecca Huerta, Assistant Secretary Paul Pierce, and Treasurer Constance Sanchez, and Assistant Treasurer Alma Casas. Secretary Huerta stated that staff is recommending changing the Assistant Treasurer to Judy Villalon. Ms. Guajardo made a motion to appoint the slate of officers as recommended, seconded by Mr. Hunter and passed unanimously. Mr. Garza made a motion to reappoint Greg Smith as President and Joe McComb as Vice President, seconded by Mr. Hunter and passed unanimously. 3. Approve minutes from the Board meeting of May 30, 2017. — Mr. Hunter made a motion to approve the minutes, seconded by Ms. Vaughn and passed unanimously. 4. Treasurer's Report. —Treasurer Sanchez provided an overview of the assets, revenues and expenditures detail. 5. Resolution adopting the City of Corpus Christi's Investment Policy, as amended, as the investment policy and investment strategy for the North Padre Island Development Corporation - Treasurer Sanchez stated that Items 5 and 6 are related to the Investment Plan. Treasurer Sanchez explained that over the last several years, the investment income in the North Padre Island Development Corporation (NPID) Fund has declined to little or no interest earned. Staff is recommending moving the NPID funds from the money market, and placing 20% in a local government investment pool, 60% in one-year treasuries, and 20% in two-year treasuries to improve the interest income. In order to invest in a local government pool, the Texas Government Code requires the Corporation to adopt an annual Investment Policy and Strategy. Since the City of Corpus Christi currently adopts an annual Investment Policy, staff is recommending that the Corporation approve the 1 City's Investment Policy by resolution as stated in Item 5. The purpose of Item 6 is to approve the investment plan with the funds being invested as follows: 20% in a local government investment pool; 60% in one-year treasuries; and 20% in two-year treasuries. The funds will remain with Bank of New York. Staff is anticipating that this change should result in at least $100,000 of interest income to be earned by these funds. In response to a corporation member, Treasurer Sanchez responded to questions related to the following topics: the reason the NPID is using Bank of New York and the number of years the NPID has invested with Bank of New York and not received interest. Mr. Garza made a motion to approve Item 5, seconded by Mr. Hunter and passed unanimously. 6. Discussion regarding the recommended Investment Plan with possible action authorizing a resolution for participation in TexPool —This item was discussed during Item 5. Mr. Garza made a motion to approve Item 6, seconded by Ms. Lindsey-Opel and passed unanimously. 7. Motion approving the Fiscal Year 2017-2018 Budget for the Reinvestment Zone Number Two, City of Corpus Christi, Texas. — President Smith stated that the purpose of this item is to approve the Reinvestment Zone Number Two (TRIZ #2) budget for fiscal year 2017-2018. The budget was amended at the TIRZ #2 Board meeting held earlier this morning. Assistant City Manager Keith Selman stated that the TIRZ # 2 Board amended the budget as follows: changing the reserve commitment from $4.5 million to $6 million; deleting the Packery Channel boat patrol; liquidating the asset, which is the boat; and ensuring that the Parks and Recreation Department does not pick up the patrol activity. Mr. Garza made a motion to amend the budget as stated, seconded by Ms. Rubio and passed unanimously. Mr. Garza made a motion to approve the budget as amended, seconded by Ms. Rubio and passed unanimously. 8. Public Comment- None 9. Adjournment—The meeting was adjourned at 3:24 p.m. 2 ,muS cr,� INFORMAL STAFF REPORT v NOR PORPZE 1852 MEMORANDUM DATE: November 30, 2017 TO: Board of Directors North Padre Island Development Corporation FROM: Constance P. Sanchez, Treasurer constancep@cctexas.com (361) 826-3227 SUBJECT: Amendment to Investment Plan and Resolution to Invest in TexPool PURPOSE: The purpose of this item is to update the Investment Plan and supporting documents to 1) incorporate changes following Hurricane Harvey and 2) make minor correction to implement these changes. At the August 22, 2017 special meeting of the North Padre Development Corporation (NPIDC), the NPIDC Board approved a resolution authorizing participation in the TexPool Investments Pools and designated authorized representatives. Subsequent to the meeting, the trustee for the tax increment funds (i.e., Bank of New York Mellon) notified staff that the designated authorized representatives needed to be changed. BACKGROUND AND FINDINGS: An Indenture of Trust agreement was initially signed between NPIDC and the Bank of New York (BONY) Trust Company on February 1, 2003 and then again on March 1, 2008 whereby all tax increments collected by NPIDC were to be deposited into a "'Pledged Revenue Fund" held in trust by the Bank of New York Trust Company (now called Bank of New York Mellon). This was a security measure enacted upon the creation of the Tax Increment Reinvestment Zone (TIRZ) #2 to ensure that the tax increment revenue collected would be used to first pay the tax increment contract revenue bonds and then to pay expenses as outlined in the agreement. The tax increment revenue held in trust by the BONY has been invested in Dreyfus Government Securities Cash Management — Participant Shares Fund as authorized by the president of the NPIDC on March 11, 2008. The interest that these funds have been earning has been offset by fees of the fund — resulting in very little interest earned. Therefore, a new investment plan noted below was presented and approved by the Board on August 22, 2017: 20% in a local government investment pool (Texpool) 60% in 1-year US Treasuries 20% in 2-year US Treasuries On August 25, 2017, Hurricane Harvey, a category four hurricane, hit the Coastal Bend area. Damages to Packery Channel were sustained at an estimated cost of $6,000,000. Although some of the repairs to Packery Channel can be reimbursed by the Federal Emergency Management Agency (FEMA), the initial expense for repairing Packery Channel will need to be made. Since the tax increment revenue collected from TIRZ#2 is to benefit Packery Channel, it is being recommended that these funds be used for the repairs to Packery Channel. With the investment plan approved on August 22, 2017 that is noted above, however, it is projected there will not be enough liquid funds to pay the projected repair costs. Therefore, it is being recommended to amend the investment plan to place 100% of TIRZ #2 funds in local government pools to ensure that funds will be available when needed. Since the local government pools are earning over 100 basis points, more interest income will be earned than leaving the money in the existing money market account with BONY. Once the repairs to Packery Channel are made and reimbursement from FEMA is received, then consideration can be given again to the investment plan noted above. In order for funds to be invested in the TexPool a resolution authorizing participation in the TexPool Investment Pools and Designating Authorized Representatives was approved by the NPIDC Board of Directors on August 22, 2017. We were notified shortly after approval that there was an error in the resolution. This error needs to be corrected to authorize the 100% participation. RECOMMENDATION: City staff recommends • Motion amending Investment Plan to place 100% of TIRZ #2 funds in local government pools. • Motion approving resolution with TexPool. LIST OF SUPPORTING DOCUMENTS: Resolution Authorizing Participation in the TexPool Investment Pools and Designating Authorized Representatives a'! u „ulu,lluuuw�kmu Resolution Authorizing Participation ��uaimoumumud,�„� �d in the TexPool Investment Pools and Designating Authorized Representatives WHEREAS, North Padre Island Development Corporation, BNY Mellon Trust Company as Trustee ("Participant')is a local government or state agency of the State of Texas and is empowered to delegate to the public funds investment pools the authority to invest funds and to act as custodian of investments purchased with local investment funds; and WHEREAS, it is in the best interest of the Participant to invest local funds in investments that provide for the preservation and safety of principal, liquidity,and yield consistent with the Public Funds Investment Act; and WHEREAS, the Texas Local Government Investment Pools("TexPool/TexPool Prime"), public funds investment pools,were created on behalf of entities whose investment objectives in order of priority are preservation and safety of principal, liquidity, and yield consistent with the Public Funds Investment Act. NOW THEREFORE, be it resolved as follows: A. That Participant shall enter into a Participation Agreement to establish an account in its name in TexPool/TexPool Prime,for the purpose of transmitting local funds for investment in TexPool/TexPool Prime. B. That the individuals,whose signatures appear in this Resolution,are authorized representatives of the Participant and are each hereby authorized to transmit funds for investment in TexPool/TexPool Prime and are each further authorized to withdraw funds from time to time, to issue letters of instruction,and to take all other actions deemed necessary or appropriate for the investment of local funds. Authorized Representatives of the Participant These individuals will be issued P.I.N. numbers to transact business via telephone with a Participant Service Representative. 7 1 3 4 8 3 6 4 7 1 7.L.......................................................................................................................................................................................................................................................� L.........................L............L...........L.....................................L............L............L............� Signature Telephone Number Chelsea Duell 7 1 3 4 8 3 6 0 0 1 Printed Name Fax Number Intermediate Representative, Client Processing helsea.Duell@bnymellon.com Title Email 7 1 3 4 8 3 6 5 2 8 2.L.......................................................................................................................................................................................................................................................� L............1.............I..........................IL.................................................................III............. Signature Telephone Number Amanda Brslik 7 1 3 4 8 3 6 0 0 1 Printed Name Fax Number Intermediate Representative, Client Processing Amanda.Brslik@bnymellon.com Title Email 3 4 3.L.......................................................................................................................................................................................................................................................� L..........................I...........................IL.....................................L.............L............L............� Signature Telephone Number Mary Pleasant 7 14 8 3 6 0 3 0 1 VIII III III Printed Name Fax Number Representative, Client Processing Mary.K.Pleasant@bnymellon.com Title Email 7 1 3 4 8 3 6 5 8 5 4.L.......................................................................................................................................................................................................................................................� L............................................................................IL....................................................................................................................III..................... . Signature Telephone Number Avis Wimbush 7 1 3 4 8 3 6 0 0 1 Printed Name Fax Number Representative Avis.Wimbush@bnymellon.com Title Email FORM CONTINUES ON NEXT PAGE 1 OF 2 Authorized Representatives of the Participant(continued) 7 1 3 4 8 3 6 2 9 0 5.L.......................................................................................................................................................................................................................................................� L.........................L............L...........L.....................................L............L............L............� Signature Telephone Number LSyed Sarim 7 1 3 4 8 3 6 0 0 1 .......................................................................................................................................................................................................................................................� L.........................L............L...........L.....................................L............L............L............� Printed Name Fax Number LIntermediate Representative, Client Processing Syed.Sarim@bnymellon.com .......................................................................................................................................................................................................................................................� L.......................................................................................................................................................................................................................................................� Title Email List the name of the Authorized Representative provided above that will have primary responsibility for performing transactions and receiving confirma- tions and monthly statements under the Participation Agreement. Amanda Brslik Printed Name In addition and at the option of the Participant,one additional authorized representative can be designated to perform inquiry only of selected informa- tion.This limited representative cannot make deposits or withdrawals. If the Participant desires to designate a representative with inquiry rights only, complete the following information. Kathlyn Shen/Lynette Lewandowski 7 1 3 4 8 3 6 1 5 1 / 713-483-6530 Printed Name Telephone Number Vice President/Senior Analyst 7 1 3 4 8 3 ........... 6 9 7 9 / 713-483-6979 L.......................................................................................................................................................................................................................................................� L.........................L............L...........L............ ..............L.........................III............. Title Fax Number C. That this resolution and its authorization shall continue in full force and effect until amended or revoked by the Participant,and until TexPool/TexPool Prime receives a copy of any such amendment or revocation. This resolution is hereby introduced and adopted by the Participant at its regular/special meeting held on the 19 Day of September 20 17 Document is to be signed by your Board President, Mayor or County Judge and attested by your Board Secretary, City Secretary or County Clerk. North Padre Island Development Corporation Additional Authorized Representatives: L........................................................................................................................................................................................................................................................ p Name of Participant SIGNED: 6. L.......................................................................................................................................................................................................................................................� Constance P. Sanchez P 361-826-3227 Signature Treasurer F 361-880-3601 Greg Smith ConstanceP@cctexas.com Printed Name President 7. Title Judy Villalon P 361-826-3651 Assistant Treasurer F 361-882-7320 ATTEST: JudyAV@cctexas-com Signature 11 Rebecca Huerta Printed Name Secretary Title ORIGINAL SIGNATURE AND DOCUMENT REQUIRED TEX-BANK 2 OF 2 TexPool Participant Services Managed and Federated. 1001 Texas Avenue,Suite 1400 « Houston,TX 77002 Serviced by Phone: 1-866-TEXPOOL(839.7665) - Fax: 1-866-839.3291 - www.texpool.com G45340-20(9/15) SC o� � v AGENDA MEMORANDUM NORPOflpEO Future Item for the City Council Meeting of December 12, 2017 1852 Action Item for the City Council Meeting of December 29, 2017 DATE: December 1, 2017 TO: Margie C. Rose, City Manager THRU: Samuel "Keith" Selman, Assistant City Manager Keith S e(c)-cctexa s.co m 361.826.3898 FROM: Rudy Bentancourt, Housing and Community Development Director RudyBa-cctexas.com 361.826.3021 Special Board Meeting of the Corpus Christi Housing Finance Corporation CAPTION: Special Board Meeting of the Corpus Christi Housing Finance Corporation PURPOSE: The purpose is to hold a Special Board Meeting of the Corpus Christi Housing Finance Corporation in order to approve a contract for sale of the Ward Building and parking lot and the execution of a deed and other closing documents for finalization of the sale. BACKGROUND AND FINDINGS: At the prior meeting on November 7, 2017, the Board approved acceptance of the terms in a Letter of Intent for the sale of the Ward Building and the related parking lot to William Hoover and David Nuss or an entity formed by them for such purposes. The terms are for a sales price of$150,000.00 with the obligation of the purchasers to develop the property into a mixed use development including retail space, collaborative work space and apartments. The terms and conditions of the proposed Contract are consistent with the Letter of Intent. The City originally acquired the Ward Building and adjacent vacant lots in 2008 utilizing Community Development Block Grant (CDBG)funds in order to develop parking spaces as an incentive for development of the vacant Nueces Building into the Nueces Lofts apartments. The purchase price and development costs for the parking facility were designed as the economic incentive for the development of 66 new apartments in downtown Corpus Christi. (This development preceded establishment of the current incentive program available through the TIRZ#3 for development downtown.) CDBG funds initially were used for the acquisition of the building and land and the development of the parking lot instead of providing a direct subsidy into the apartment project, but those funds had to be reimbursed to the CDBG program since a new use for the Ward Building could not be found within the required time under CDBG regulations. The CCHFC had funds available so it acquired the Ward Building and parking lot from the City and reimbursed all CDBG and other City funds invested in the project. The CCHFC has as its purpose the development of multifamily and single family housing, so the funds utilized by the CCHFC for the acquisition in order to support the Nueces Lofts development and other downtown residential development was within its corporate purposes. As the result of this acquisition and development of a new downtown parking lot, the Nueces Building was redeveloped into 66 apartments with a health center in first floor commercial space. Prior to its conversion, it was on the property tax rolls at a value of$900,000 at a rate similar to many other downtown properties. After the conversion, it now is on the tax rolls at over$5,700,000, and it has helped spur development of the Cosmopolitan Apartments and drive up other property values in the downtown area. The apartments are fully-occupied according to the developer. The Nueces Building also is listed on the National Register of Historic Places and serves as a model for how a historic preservation project can be completed. In 2009, 2014 and again in 2017, Requests for Proposals (RFPs)were issued for the adaptive re-use of the Ward Building and adjacent parking lot. The objective has been to transfer the property to a developer that would assume the operation of the parking lot and redevelop the Ward Building. None of the proposals received over the years have been feasible. City staff has offered various financing terms for a portion of the acquisition costs in attempts to try to make the numbers work, but the renovation costs, debt service, and operating costs could not be successfully addressed. Out of the recent inquiries made in connection with the building, the Board determined at the last meeting that the proposal by William Hoover and David Nuss was in the best interest of providing for the redevelopment of this property in support of the further economic revitalization of downtown. ALTERNATIVES: The CCHFC may decline to go forward with the Contract and continue to retain the Ward Building and parking lot. Monthly rental revenues from the parking lot are $1,000; however, various maintenance expenses are incurred from time to time. OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: The action conforms to all applicable City and CCHFC policies. EMERGENCY/ NON-EMERGENCY: Non-Emergency. This item requires only one meeting of the CCHFC Board. DEPARTMENTAL CLEARANCES: Housing and Community Development and City Secretary's Office FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Project to Date Fiscal Year: 2017- Expenditures 2018 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: N/A RECOMMENDATION: Staff recommends the approval of the Resolution and the contract for sale of the Ward Building and parking lot. LIST OF SUPPORTING DOCUMENTS: Agenda for CCHFC Board Meeting Commercial Contract— Improved Property Unapproved September 26, 2017, and November 7, 201713oard Meeting Minutes Treasurer's Report Resolution Approving the Sale of the Ward Building and Parking Lot AGENDA CORPUS CHRISTI HOUSING FINANCE CORPORATION SPECIAL MEETING Date: Tuesday, December 19, 2017 Time: During the meeting of the City Council beginning at 11:30 a.m. Location: City Council Chambers, Corpus Christi City Hall 1201 Leopard Street, Corpus Christi, Texas 78401 1. President Rudy Garza calls meeting to order. 2. Secretary Rebecca Huerta calls roll. Board of Directors Officers Rudy Garza, President Margie C. Rose, General Manager Michael T. Hunter, Vice President Samuel "Keith" Selman, Asst. General Manager Lucy Rubio Rebecca Huerta, Secretary Paulette Guajardo Paul Pierce, Asst. Secretary Debbie Lindsey-Opel Constance P. Sanchez, Treasurer Joe A. McComb Alma Casas, Asst. Treasurer Ben Molina Greg Smith Carolyn Vaughn 3 Approve minutes of September 26, 2017, and November 7, 2017 meetings. 4. Treasurer's Report. 5. Public Comment. 6. Resolution Approving the Sale of the Ward Building and related Parking Lot and Authorizing the President and General Manager to Execute Documents Necessary to Close the Transaction. (The Board may consider this item in Executive Session pursuant to Section 551.072 of the Texas Government Code to discuss and deliberate the sale or exchange and value of the real property with possible action thereafter in open session.) 7. Adjournment MINUTES CORPUS CHRISTI HOUSING FINANCE CORPORATION ANNUAL MEETING September 26, 2017 6:30 p.m. PRESENT Board of Directors Officers Rudy Garza, President Margie C. Rose, General Manager Michael T. Hunter, Vice-President Keith Selman, Asst. General Manager Lucy Rubio Rebecca Huerta, Secretary Carolyn Vaughn Paul Pierce, Asst. Secretary Paulette Guajardo Constance P. Sanchez, Treasurer Ben Molina Alma Casas, Asst. Treasurer Joe A. McComb (arrived 6:31 p.m.) Greg Smith Debbie Lindsey-Opel Vice-President Garza called the meeting to order in the Council Chambers of City Hall at 6:30 p.m. Secretary Huerta verified that a quorum of the Board was present to conduct the meeting and that notice of the meeting had been posted. Vice-President Garza,referred to Item 3,election of officers. Board Member Lindsey-Opel made a motion to elect Rudy Garza as President, seconded by Board Member Rubio, and passed unanimously (Board Member McComb absent). Board Member Rubio made a motion to elect Michael T. Hunter as Vice-President, seconded by Board Member Smith and passed unanimously. President Garza stated that a slate of Officers was being presented for approval. He then recommended Staff Officers as: General Manager, Margie C. Rose; Assistant General Manager, Keith Selman; Secretary,Rebecca Huerta;Assistant Secretary,Paul Pierce;Treasurer,Constance P. Sanchez; and Assistant Treasurer,Alma Casas. Board Member Molina made a motion to elect said Staff members, seconded by Board Member Guajardo, and passed unanimously. President Garza,referred to Item 4 and called for public comment. There was no comments from the public. President Garza, referred to Item 5 and called for approval of the minutes of the June 21, 2016 Special Meeting. Board Member Rubio made a motion to approve the minutes as presented, seconded by Board Member Lindsey-Opel, and passed unanimously. President Garza, referred to Item 6 and called for the Treasurer's Report ending June 30, 2017. Constance Sanchez, Treasurer, stated the total assets were $581,893 with liabilities of $397,152 and an assigned fund balance of $184,741 for a total liabilities and fund balance of $581,893. Treasurer Sanchez said the Income Statement ending June 30,2017 shows total revenues for that period were$58,535,expenditures of$1,124 with an excess of revenues over expenditures of $57,411 for a total fund balance of$184,741. Board Members discussed the following topics: explanation of Corpus Christi Housing Finance Corporation(CCHFC), does the Corporation still serve its purpose,is the Corporation still needed, housing loans, and the Ward Building. Minutes—CCHFC September 26, 2017—Page 2 Treasurer Sanchez responded that the CCHFC is a non-profit corporation that funds housing projects. She introduced Rudy Betancourt, Director of Housing and Community Development, to explain more fully. Mr. Betancourt stated that the CCHFC has the capability of funding housing projects. Mr. Betancourt also stated this type of Corporation was created because the Federal Government did not want the City making loans and that the CCHFC serves its purpose and is still needed. Mr. Betancourt stated that sometimes funds are funneled through the CCHFC in order to fund tax credit projects at the State level. Treasurer Sanchez stated the Ward Building will be discussed in executive session. President Garza referred to Item 7. The Board went into executive session at 6:38 p.m. and returned at 7:51 p.m. Executive Session pursuant to Section 551.072 of the Texas Government Code to discuss and deliberate the sale or exchange and value of the real property located on the west side of Chaparral Street between Peoples Street and Schatzel Street known as the Ward Building and adjacent parking lot, with possible action thereafter in open session. There being no further business to come before the Corporation,President Garza adjourned the meeting at 7:51 p.m. MINUTES CORPUS CHRISTI HOUSING FINANCE CORPORATION SPECIAL MEETING November 7, 2017 4:47 p.m. PRESENT Board of Directors Officers Rudy Garza, President Margie C. Rose, General Manager Michael T. Hunter., Vice-President(arrived 4:48 p.m.) Keith Selman, Asst. General Manager Lucy Rubio Rebecca Huerta, Secretary Paulette Guajardo Paul Pierce, Asst. Secretary Debbie Lindsey-Opel Constance P. Sanchez, Treasurer Joe A. McComb Alma Casas, Asst. Treasurer Ben Molina Greg Smith (arrived 4:48 p.m.) Carolyn Vaughn President Garza called the meeting to order in the Council Chambers of City Hall at 4:47 p.m. Secretary Huerta verified that a quorum of the Board was present to conduct the meeting and that notice of the meeting had been posted. President Garza referred to Item 3. The Board went into executive session at 4:48 p.m. and returned at 5:10 p.m. 3. Executive Session pursuant to Section 551.072 of the Texas Government Code to discuss and deliberate the sale or exchange and value of the real property located on the west side of Chaparral Street between Peoples Street and Schatzel Street known as the Ward Building and adjacent parking lot, with possible action thereafter in open session. Board Member Guajardo made a motion authorizing acceptance of the Letter of Intent proposed by David Nuss and William Hoover for sale of the Ward Building and related parking lot on the terms presented, seconded by Board Member Vaughn, and passed unanimously. There being no further business to come before the Corporation,President Garza adjourned the meeting at 5:11 p.m. CORPUS CHRISTI HOUSING FINANCE CORPORATION SCHEDULE OF NET POSITION September 30, 2017 Unaudited Governmental Schedule Funds Adjustments of Net Position Assets Cash, cash equivalents & investments $ 204,615 $ - $ 204,615 Receivables Accounts 334,152 - 334,152 Capital assets, net of accumulated depreciation - 767,937 767,937 Total assets $ 538,767 $ 767,937 $ 1,306,704 Liabilities Deferred Revenue $ 334,152 - 334,152 Total liabilities 334,152 - 334,152 Fund Balance Restricted Housing 204,615 204,615 - Total liabilities and fund balance $ 538,767 Net Position Net investment in capital assets 767,937 767,937 Unrestricted 204,615 204,615 Total net position $ 972,552 $ 972,552 CORPUS CHRISTI HOUSING FINANCE CORPORATION SCHEDULE OF ACTIVITIES September 30, 2017 Unaudited Governmental Schedule Funds Adjustments of Activities Expenditures/expenses Community development $ 1,304 $ 27,508 $ 28,812 General revenues Charges for services 78,483 - 78,483 Earnings on investments 106 - 106 Total general revenues 78,589 - 78,589 Change in fund balance/net position 77,285 (27,508) 49,777 Fund balance/net position, beginning of year 127,330 795,445 922,775 Fund balance/net position, end of year $ 204,615 $ 767,937 $ 972,552 Resolution Approving the Sale of the Ward Building and related Parking Lot and Authorizing the President and General Manager to Execute Documents Necessary to Close the Transaction WHEREAS, the Corpus Christi Housing Finance Corporation (the "CCHFC") has been duly created by the City of Corpus Christi and organized pursuant to the provisions of the Texas Housing Finance Corporations Act for the purpose of assisting in the provision of multifamily and single family housing options; and WHEREAS, the Ward Building and related parking lot was acquired and developed for the purpose of assisting in the development of multifamily housing in the downtown area and represents surplus property held by the CCHFC not needed to be retained by it for any further purpose; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CORPUS CHRISTI HOUSING FINANCE CORPORATION THAT: 1. The sale of the Ward Building and related Parking Lot comprised of Lots One (1), Two (2), Three (3), and Four (4), Block Eleven (11), of BEACH PORTION, a subdivision in the City of Corpus Christi, Texas is approved to William Hoover and David Nuss, and their assigns on the terms and conditions provided in the Commercial Contract — Improved Property submitted. 2. Each of the President and General Manager and their respective designees are authorized to execute the above Contract, a Deed and such other documents as may be necessary to close the transaction. DULY PASSED AND ADOPTED this 19th day of December, 2017, at a duly called meeting of the Board of Directors. ATTEST: CORPUS CHRISTI HOUSING FINANCE CORPORATION By: By: Rebecca Huerta Rudy Garza Secretary President F:A2705\38 Ward Bldg\17 Reso Sale 1201-11-15.docx The above resolution was passed by the following vote: Joe McComb Michael T. Hunter Paulette Guajardo Debbie Lindsey-Opel Carolyn Vaughn Ben Molina Lucy Rubio Greg Smith Rudy Garza F:A2705\38 Ward Bldg\17 Reso Sale 1201-11-15.docx COMMERCIAL CONTRACT—IMPROVED PROPERTY PARTIES: Seller agrees to sell and convey Buyer the Property described in Paragraph 2. Buyer agrees to buy the Property from Seller for the Sales Price stated in Paragraph 3. The parties to this Contract are: Seller:CqMjjs_Christi.jjqLs:kqgFj tj — Address: .120jL.go, id S1 t, s 714(71:.._............. ------------------ V4r_ Phone: 361-826-3898 Buyer: David buss and William ILlooveron behitl clE i entity to e formed L q�— - Address: 3636 S. Alarneda, Ste B.,Corpus Christ Te:N�,s 7841 Phone: 210-771-8194 Fax: 2, PROPERTY: A. The property sold by this contract is called the "Property." The Property is that real property situated in Nueces County, Texas, at 540 ChVqrral StreeLtQi CLorpus ristiFexas (address) that _ _- ,: is legally described on the attached Exhibit A or as follows: I-ots One (1), Two (2), Three (3), and FOUr (4), Block Eleven (11), of BEACH 11108."I"100, a subdivision in the City of Corpus Christi, Texas, according to the map or plat thereof recorded in Volume A, Pages 2 and 3, of the Map Records of Nueces Counly, 1'exas. B: The Property is sold together with: (1) all buildings, improvements,and fixtures; (2) all rights, privileges, and appurtenances, pertaining to the Property, including Seller's right, title and interest in any minerals, utilities, adJacent streets, alleys, strips, gores, and rights- of-Way; (3) Seller's interest in all leases,rents, and security deposits for all or part.of the Property; (4) Seller's interest in all licenses and permits related to the Property; (5) Seller's interest in all third patty warranties or guaranties, if transferable, relating to the Property or any fixtures,- (6) Seller's interest in any trade names, if transferable, used in connection with the Property; and (7) the following personal property- None (Describe any exceptions, reservations, or restriction in ParaArqj)h II or an addendun .) 3. SALES PRICE: At or before Closing, Buyer will pay the following Sales Price for the Property: A. Cash portion payable by Buyer at Closing(including earnest 15(1,000.()(9 Q B. Surn ofall financing described in Paragraph 4 .........................................a....... 0.00 C. Sales Price(Sum of A. and B)............................................................................ -5 0�00.00 4, FINANCING: Buyer will finance the portion of the Sales Price under Paragraph 3B as follows: Initialed for Identification by Buyer"__.,__,,,,,Seller Page I of 13 ......... ........ 0 A. 'I'll I RD PARTY l`fNAN C ING: One or more third party loans in the total amount Of$_ as provided in the attached Addendum. El B. ASSUMPTION: Buyer shall assume the unpaid principal balance of a promissory note in accordance with the attached Addendum,. which unpaid balance at Closing will be P C. SELLER FINANCING: 'Fhe delivery of a promissory note and deed of trust from Buyer to Seiler Linder the terms of the attached Addendum in the amount of 5. EARNEST MONEY: Not later than three days after the Effective Date of this Contract, Buyer shall deposit the SLIM of$1,,000 as Earnest Money with San Jacinto 'Title at, 520 Lawrence Street, 7-M1. (address), as Escrow Agent. The Earnest Money shall be placed in an interest-bearing account by the Escrow Agent upon the written request of Buyer, and any interest thereon shall be part of the Farnest Money. If Buyer fails to deposit the Earnest Money as required by this Contract, Buyer shall be in default. 6. TITLE POLICY, SURVEY AND UCC SEARCH: A. Title Polky: Seller shall furnish to Buyer at Fx-1 Seller's expense 0 Buyer's expense an Owner's Policy of Title Insurance (the "Title Policy") issued by San Jacinto Title (the "Title Company") in the amount of the Sales Price and dated at or after (.,"losing, insuring Buyer's fee simple title to the Property to be good and indefeasible subject only to those title exceptions permitted herein, or as may be approved by Buyer in writing, and the standard printed exceptions contained in the usual form of the Title Policy; provided, however: (1) the exception as to the area and boundaries shall 1FJ not be deleted 1:1 be deleted except for "any shortages in area"; and if deleted the cost of such deletion shall be all expense of Buyer; (2) the exception as to restrictive covenants shall be endorsed "None of Record", except as identified herein; (3) the exception as to taxes shall be limited to taxes for the current year not yet due and payable and subsequent years, and subsequent assessments for prior years due to changes in land usage or ownership. Seller shall deliver to Buyer within ten (1(l) days after the Effective Date of this Contract a Commitment for Title Insurance (the Commitment) and legible copies of all recorded instruments affecting the Property and recited as exceptions in the Commitment. B, ry S y: I Y� -9 (1) Within 15 days after the Effective Date; • (a) Buyer will obtain a survey of the Property at Buyer's expense and deliver a copy of the survey to Seller. • (b) Seller, at Seller's expense, will furnish Buyer a survey of the Property dated after the Effective ive Date. D (c) Seller will deliver a true and Correct copy of Seller's existing survey of the Property. Initialed for identification by Buyer________ Seller... Page 2 of 13 V,A/ (2) The survey required under Paragraph 6B(I) must be made by a Registered Professional Land Surveyor acceptable to the Title Company. The survey must: (a) identi Fy the Property by metes and bounds or platted lot description; (b) show that the survey was made and staked on the ground with corners permanently marked; (c) set forth the dimensions and total area of the Property; (d) show the location of all improvements, highways, streets, roads, railroads, rivers, creeks or other waterways, fences, easements, and rights-of-way, on the Property with all easements and rights-of-way referenced to their recording information; (e) show any discrepancies or conflicts in boundaries, any visible encroachments, and any portion of"the Property lying in a special flood hazard area (all "A" or "V' zone as shown on the Current. Federal I-I'mergency Management Agency (FEMA) flood insurance rate map); and (f) contain the surveyor's certificate that the Survey is true and correct. C. UCC Search: 0 (1) Within 15 days after the Effective Date, Seller, at Seller's expense, will furnish Buyer a LIniforin Commercial Code (LJCC) search prepared by a reporting service and dated after the Effective Date. The search must identify documents that are on file with the Texas Secretary of State and the county where the Property is located that relate to all personal property on the Property and show, as debtor, Seller and all other owners of the personal property in the last 5 years. Ox (2) Buyer does not require Seller to furnish a LJCC search. D. B— -e r—'s O-jections to the SurvKqd UCC Search: (1) Within -1-5 days after Buyer receives the Commitment, copies of the documents evidencing the title exceptions, any required survey, and any required LXV search, Buyer may object in writing to matters disclosed in the items if: (a) the matters disclosed constitute a defect or encumbrance to title other than those permitted by this Contract or liens that Seller will satisfy at Closing or Buyer will assume at Closing; or (b) the items show that any part of the Property ties in a special flood hazard area(an "A" or"V'"zone as defined by FEMA); (2) Seller may, but is not obligated to, cure Buyer's time]), objections within 20 days after Seller receives the objections. The Closing Date will be extended as necessary to cure the objections, If Seller fails to cure the objections by the time required, Buyer may terminate this Contract by providing written notice to Seller within 5 days after the time by which Seller must cure the objections. If Buyer terminates, the Earnest Money, less any independent consideration under paragraph 713(3)(a), will be refunded to Buyer. (3) Buyer's fiailure to timely object or terminate under this Paragraph 6D is a waiver of Buyer's right to object, except that Buyer shall not be deemed to waive the requirements in Schedule C;of the Commitment. Initialed for Identification by Buyer Seller Page 3 of 13 7. PROPERTY CONDITIONIFEASIBILITY STUDIES: Z A. PRESENT CONDITION: X (1) Buyer accepts the Property in its present "as-is" condition, El (2) Buyer accepts the Property in its present condition provided that Seller, at Seller's expense, shall complete the following repairs prior to Closing: Buyer shall pay for any other repairs required by a lender. CEJ B. INSPECTIONS AND FEASIBILITY STUDIES- (1) Q�clivery ,qt` Proert�Info�rmatjon: Within 10 days after the Effective Date of this Contract, Seller shall deliver to Buyer the following items- Oeff t-047 (b) copies of all current leases pertaining to the Property, including any modifications, supplements, or amendments to the leases; on ati-rig4a *e-24-ff h-mith 2-s- ...................... (1) copies of all previous environmental assessments, studies, or analyses made on or relating to the Property; (2) IlLs�ectjons�Stucfies_,or Assessments- (a) Within .180 (lays after the Effective Date (tile "Feasibility Period"), Buyer, at Buyer's expense, may complete or cause to be conipleted inspections, studies, or assessments of the Property. Inspections, studies, or assessments may include, but are not limited to: Initialed for Identification by Buyer Page 4 of 13 ........ (I) physical property inspections; (ii) economic feasibility studies; (iii) environmental assessments; and (iv) engineering studies, (b) Buyer must: (i) employ only trained and qualified inspectors and assessors-, (ii) notify Seller, in advance, of when the inspectors or assessors will be oil the Property; (iii) abide by any reasonable entry rules or requirements that Seller may require; (iv) not interfere with existing operations or occupants of the Property; and (v) restore the Property to its original condition if altered due to inspections, studies, or assessments that Buyer completes or causes to be completed. (c) Except for those matters that arise from the negligence of Seller or Seller's agents, Buyer is responsible for any claim, liability, encumbrance, cause of action, and expense resulting from Buyers inspections, studies, or assessments, including any property damage or personal injury. Buyer will indemnify, hold harmless, and defend Seller and Seller's agents against any claim involving a matter for which Buyer is responsible under this Paragraph. This Paragraph survives termination of this Contract, (3) LqLasibility P�eriod and Right to Terminate: Buyer may terminate this Contract For ally reason within 180 days after the Effective Date by providing Seller with written notice of termination. If Buyer does not terminate within the time required, Buyer accepts the Property in its present "as is" condition with any repairs Seller is obligated to complete under this Contract, (Check on4y one box). Z (a) It' Buyer terminates under this Paragraph 7B(3), the Earnest Money will be refunded to Buyer less $100.00 that Seller will retain as independent consideration for Buyer's right to ten-ninate. Buyer has tendered the independent consideration to Seller upon payment of the full amount specified in Paragraph 5 to the Escrow Agent. The independent consideration is to be credited to the Sales Price only upon Closing of the sale. EJ (b) Buyer has paid Seller $ as independent consideration for Buyer's right to terminate by tendering such amount directly to Seller or Seller's agent. It' Buyer terminates under this Paragraph 7B(3), the Earnest Money will be refunded to Buyer and Seller will retain the independent consideration, The independent consideration 0 will El will not be credited to the Sales Price only upon Closing of the sale. (4) &turn of Ifthis Contract terminates for any reason, Buyer will, not later than 10 days after the termination date: (J) return to Seller all those items described in Paragraph 713(1) that Seller delivered to Buyer and all copies that Buyer made of those items; and (ii) deliver copies of all inspection and assessment reports (excluding economic feasibility studies) related to the Property that Buyer completed or caused to be completed. This Paragraph 7B(4) survives termination of this Contract. Initialed for Identification by Buyer Seller Page 5 of 13 ......1.—........ ............ ........ (5) Contracts Aflect:ir Q eratlor�rs: After Buyer's right to terminate under 7B(3) expires, Seller may not anter into, amend, or terminate any other contract that affects the operations of the Property without Buyer's prior written approval. S. BROKERS: pal- --fee--specif. Cay... - rl -t'fo,m-- `1liWs, ere 4he , { exach4o ,. 9. CLOSING: A. The closing of the sale shall he on or before tlirtr_ Qvs, ate the t easihrlaty 1'crro J, or within seven (7) days after any title objections have been cared, whichever (late is later (the "Closing Gate") at the offices of the Title Company, however, if' Financing or assumption approval has been obtained pursuant to Paragraph 4, the Closing Date shall be extended up to 15 days only if necessary to comply with lender's closing instructions (for example, survey and closing documents). If either party fails to close this sale by the Closing Date, the non- defaulting party shall be entitled to exercise the remedies contained in Paragraph 1.5. B. At Closing Seller shall furnish, at Seller's expense (strike airy not to hey fio-nished); (1) tax statements showing no delinquent taxes on the Property; ( ) a Special Warranty Deed conveying good and indefeasible title to the Property showing no additional exceptions to those permitted in Paragraph 6, (3) an assignment of all leases to or on the Property duty executed by Seller, if any, (4) to the extent assignable, an assignment duly executed by Seller of any licenses and permits, maintenance, managernent: or other contracts, and any warranties or guaranties defined as part of the Property in Paragraph 2 or conveyed by this Contract, (5) evidence that the person executing this Contract; is legally capable and authorized to bind Seller. C. At Closing Buyer shall: (1) pay the Sales Price in good funds acceptable to the Escrow Agent; (2) deliver evidence that the, person executing this Contract;is legally capable and authorized to bind Buyer; and (3) execute and deliver any notices, statements, certificates, or other documents required by this Contract or law necessary to close the sale, D. Unless the parties agree otherwise, the closing docur ents will be as found in the basic forms in the current edition of the State Bar of Texas Peal. Estate Forms Manual without any additional clauses. 10. POSSESSION: Seller will deliver possession of the Property to Buyer upon closing and funding of this sale in its present condition with any repairs Seller is obligated to complete under-this Contract, Initialed for Identification by Boyer........ Seller Page 6 of"13 ��rw^mrm�wromww�vnmw�yluV� iumrw ruv� _iuwrxvuw mmnrwwrw.rwrw u uve.ww.wwuuwwiwui ,.. ivmulmymimwmur�iuu;�wur�ww�riwyririwiri nu wpm�wu,uwnu,rw�ww,v�wwm�urw�wv�wrwavwumnmri ire. uuuauimiw uw!..vwu�m.^m.nvn uw.wm,�,»w,�,.,,�, .w.w,.« ordinary wear and tear excepted. Until Closing, Seller will operate the Property in the same manner as on the Effective Date, Any possession by Buyer before Closing or by Seller after Closing that is not authorized by a separate written lease agreement is a landlord-tenant at sufferance relationship between the parties. 11. SPECIAL PROVISIONS: (Insert factual statements and business details applicable to this sale.) Attached hereto are the following Exhibits and Addenda which are a part hereof'- A, De eyelo rrrc,trt;,.of Propgtty Buyer agrees to redevelop the Property within two (2) years from the Closing Date to include collaborative space for entrepreneurs and small businesses, retail space, and apartments according to plans approved by Seller during the feasibility period. B. Deed Restriction--for Parkin The Property is subject to a deed restriction requiring the maintenance of not less than thirty-six. (36) covered parking spaces made available for monthly tenants only. C. As-Is Sale. The Property is being sold "AS IS"pursuant to the provisions attached as Exhibit A. 11 Legal R . The parties acknowledge that John Bell and the law firm of Wood, Boykin& Wolter, P.C. represents the Seller in this transaction but has represented principals and entities associated with the Buyer in the past and in other matters. The parties agree that John Bell and said law firm solely represent the Seller in this transaction. The foregoing provisions shall survive the Closing Date. 12. SALES EXPENSES: A. SELLER'S EXPENSES: Prepayment penalties on any existing loans paid at Closing (provided that, Buyer agrees that Buyer shall be responsible for any prepayment penalties on any loan if Buyer elects to prepay such loan), plus cost of releasing liens and recording releases; tax statements; 1/2 of any escrow fee; preparation of'deed; preparation and recording of any deed of trust to secure assumption; other expenses stipulated to be paid by Seller under other provisions of this Contract. 13. BUYER'S EXPENSES: Application, origination, processing, commitment and loan discount fees; private mortgage insurance prerniums and any loan assumption or transfer fees; expenses incident to new loan(s) (e.g., preparation of any note, deed of trust and other loan documents, survey [unless stipulated to be paid by Seller in Paragraph 61, recording fees, copies of restrictions and casements, Mortgagee Title Policies, credit reports, photos); 1/2 of any escrow fee; any required reserve deposits for ad valorem taxes and assessments; any prepaid interest required by lenders to be paid at Closing; expenses stipulated to be paid by Buyer under other provisions of this Contract. If any sales expense exceeds the amount stated in this Contract to be paid by either party, either party may terminate this Contract unless either party agrees to pay such excess. Initialed for Identification by Buyer Seller Page 7 of 13 ......... 13, PRORATIONS, ROLLBACK TAXES, RENTAND DEPOSITS: A. -11rorations: Interest on any assumed (or subject to) note, assessments, current taxes, and any rents and maintenance fees shall be prorated through the date of Closing. If ad valorem taxes for the year in which the sale is closed are not available on the Closing Date, proration of taxes shall be made on the basis of taxes assessed for the previous year, and any necessary cash adjustment of such proration shall be made between Seller and Buyer after Closing when actual tax amounts are available. If Buyer is assuming payment of, or taking subject to, any existing loan on the Property, all reserve deposits for the payment of taxes or other charges shall be transferred to Buyer by Seller and Buyer shall pay to Seller the amount of such reserve deposits. 47--Rollbaek Taxe"-. f 5 CCB w, Changes --.-4-F 44i s--sd-4-+ PAt yer!s -the--Pr -aftet---C=losm-g-r es tilts 4n a"444�, s�, s--wi ° ,�, -4 13 ttye f, T I iis,-1)a ra gf af.�-4-I 313-sitf rvives-C7 I o,s-i n g; Sp"++4he--9F0PefVY- (2}-Jle-espe 1--eeiliftcAtes,--mnst-statei -fts-- (b)-- the-amount-of-the-schedttled-rents--to-be-paid I-ease-and--ai+y fefffaf-pay*ients�aye been pai--14*-ad-v, , „�ase r�a I- ---------- 1). Rent and SecuLity-Qeposits: At Closing, Seller will tender to Buyer all security deposits and the following advance payments received by Seller for periods after Closing: prepaid expenses, advance rental payments, and other advance payments paid by tenants. Rents prorated to one party but received by the other party will be remitted by the recipient to the party to Nvhom it was prorated within 5 days after the rent is received. This Paragraph 13D survives Closing, 14. CASUALTY LOSS AN CONDEMNATION: A. If any part of the Property is damaged or destroyed by fire or other casualty after the Effective Date, Seller must restore the Property to its previous condition as soon as reasonably possible and not later than the Closing Date. If, without fault, Seller is unable to do so, Buyer may: (1) terminate this contract and the earnest money, less the independent consideration paid for Buyer's right to terminate under Paragraph 7B(3), will be refunded to Buyer; Initialed for Identification by Buyer..._. Seller Page 8 of 13 (2) extend the time for performance up to 15 days and the Closing Date will be extended as necessary; or (3) accept the Property in its damaged condition and accept an assignment of any insurance proceeds Seller is entitled to receive. B. Ifany part of the Property is condemned prior to the Closing Date, Seller shall promptly give Buyer written notice of such condemnation and Buyer shall have the option of either applying the proceeds of any condemnation award to reduce the Sales Price provided herein or declare this Contract terminated by delivering written notice of termination to Seller, and the Earnest Money shall be refunded to Buyer with no Broker's fee due. 15. DEFAULT: A. If'Buyer fails to comply herewith, Buyer shall be in default, and Seller may (1) enforce specific performance or (2) terminate this Contract and receive the Earnest Money as liquidated damages,thereby releasing Buyer from this Contract. B. If Seller is unable without fault, within the time herein required, to (1) deliver the Commitment or (2) deliver the Complete Abstract, Buyer may either terminate this Contract and receive the Earnest Money as the sole remedy or extend the time for performance up to fifteen (15) days and the Closing Date shall be extended as necessary, C. If Seller fails to comply herewith for any other reason, Seller shall be in default, and Buyer may (1) enforce specific performance or (2) terminate this Contract and receive the Earnest Money, thereby releasing Seller from this Contract. D. Seller's failure to satisfy Buyer's objections under Paragraph 6 shall not constitute a default by Seller, 16. ATTORNEYS FEES: If Buyer, Seller, any Broker, or Escrow Agent is a prevailing party in any legal proceeding brought under or with relation to this Contract or transaction, such party shall be additionally entitled to recover court costs, reasonable attorney's fees, and all other litigation expenses from the non-prevailing parties. 17. ESCROW: The Earnest Money is deposited with Escrow Agent with the understanding that Escrow Agent is not (a) a party to this Conti-act and does not assume or have any liability for the performance or non-performance of any party to this Contract, (b) liable for interest on the funds held unless required in paragraph 5 and (c) liable for any loss of escrow funds caused by the failure of any banking institution in which such funds have been deposited unless such banking institution is acting as Escrow Agent. It' both parties make demand for the payment of the Earnest Money, Escrow Agent has the right to require from all parties and brokers a written release of liability of Escrow Agent which authorizes the disbursement of the Earnest Money. If only one party makes demand for payment of the Earnest Money, Escrow Agent shall give notice to the other party of such demand, Escrow Agent is authorized and directed to honor such demand unless the other party objects to Escrow Agent in writing within thirty (30) days after Escrow Agent's notice to that party, At Closing, the Earnest Money shall be applied first to any cash down payment, then to Buyer's closing costs and any excess refunded to Buyer. Any refund or payment of the Earnest Money Linder this Contract shall be reduced by the amount of any actual expenses incurred on behalf of the Initialed for Identification by Buyer, Seller Page I j W9 1 pi Y I,uN-IN 11 Wjwj IIjwjwP Ij 9) ......... WRIVNN�- 9),-'Ili I I.. Y11 I 1111-M)Ij N,,Nli, 1,I'll)100 M I)i",W,i W"I"I i Y I-I,m W party receiving; the Earnest Money, and Escrow Agent shall pay the same to the creditors entitled thereto. 18, MATERIAL FACTS: A: -- -o-4 t ref d4- .-4r ether•t4.�,. �""Y m.W7�'HS�'cTTGT[-p Liao sOr has- ..,.1-los-al r .. , and B. Each written lease Seller is to furnish to Buyer under this Contract must be full force and effect according to its terms without amendment or modification that is not disclosed to Brayer in writing. Seller must disclose, in writing, to Buyer if any ofthe following exist at the time Seller provides the leases to Buyer or subsequently occur before Closing; (l) any modifications, amendments, or default by landlord or tenant under the leases; (2) any failure by Seller to comply with Seller's obligations under the leases; (3) any circumstances under the leases that entitle a tenant; to terminate the lease or seek any offsets or damages-, (4) any non-occupancy of the leased premises by a tenant-, (5) any advance sums paid by a tenant under the lease; (Er) any concessions, bonuses, free rents, rebates, brokerage commissions, or other matters that affect any lease; and (7) any amounts payable, under" the leases that have been assigned or encumbered, except as security for loan(s)assumed or taken subject to under this Contract. 19. NOTICES: All notices between the parties under this Conti-act must be in writing;and are effective when hand-delivered, mailed by certified mail return receipt requested, or sent by facsimile transmission to the parties' addresses or facsimile numbers stated in Paragraph 1. The parties will send copies ofany notices to the broker representing the party to whom the notices are sent. 201 FEDERAL TAX REQUIREMENT: IfSeller is a "foreign person", as defined by applicable law, or if Seller fails to deliver an affidavit that he is not a "foreign person", then Brayer or Escrow Agent, on instruction from Buyer, shall withhold from the sales proceeds an arrrount sufficient to initialed for Identification by Buyer Seller Page 10 cif 13 »w'ywl'fl'y,'IW M'1mV1Vlry'kl^lWJmY,Y J.YI11 WY9NriuYu lY1UVWIV wvwwv yw.W.4Wv YnY'J4 WIW19;Y'VJIElY1V lYYlYl Y1VIIH�N'N VIIYYUYV)YN'YYWJIWN9!&IYlYW9V1U1, Ia,VWkfl NV fl1YlYWkVW. WY'JVWWWWW YYVVVVV ViWVYYfM9VIDYlVNV NW91W1UNIYN!yJYryvW'oYWri YD lYP4viwwro „o. comply with applicable tax law and deliver the same to the Internal Revenue Service, together with appropriate tax forms. 21. DISPUTE RESOLUTION: The parties agree to negotiate in good faith in an effort to resolve any dispute related to this Contract that may arise. If the dispute cannot be resolved by negotiation, the dispute shall be submitted to mediation before the parties resort to arbitration or litigation and a mutually acceptable mediator shall be chosen by the parties to the dispute who shall share the cost of mediation services equally. 21 AGREEMENT OF PARTIES: ']'his Contract shall be binding on the parties, their heirs, executors, representatives, successors, and assigns. This Contract shall be construed Linder and in accordance with laws of the State of Texas, This Contract contains the entire agreement of the pat-ties and cannot be changed except by written agreement. If"this Contract is executed in a number of identical counterparts, each counterpart is deemed an original and all counterparts shall, collectively, constitute one agreement. Addenda which are part of this Contract are: El (1) Property Description Exhibit identified in Paragraph 2; 0 (2) l7mancing Addendum; 0 3) Commercial Property Condition Statement', Cl (4) Notice to Purchaser of Real Property in a Water District(MUD); EJ (5) Addendum for Coastal Area Property-, El (6) Addendum for Property I.,ocated Seaward ofthe Gulf lntracoastal Waterway; 0 (7) Addendum for Unimproved Property in a. Certificated Service Area of a Utility Service Provider; and Z (8) AS IS C]aLisel,--,-,,-..--.---.,----------....--.--. 21 TIME: Time is ofthe essence in this Contract and strict compliance with the times for performance is required. 24. EFFECTIVE DATE: 'rhe Effective Date of this Contract for the purpose of performance of all obligations is the date the Escrow Agent receipts this Contract after all parties execute this Contract, 24. ASSIGNMEN,r: L-1 A. Buyer may not assign this Contract. OX B, Buyer may assign this Contract to an entity controlled by Buyer, and upon such assumption in writing of all obligations and liabilities of Buyer Linder this Contract, Buyer shall be relieved of all liability hereunder, 25, MISCELLANEOUS: A. Buyer should have an Abstract covering the Property examined by an attorney of Buyer's selection, or Buyer should be furnished with or obtain aTifle Policy, B. If the Property is situated in a utility or other statutorily created district providing water, sewer, drainage, or flood control facilities and services, Chapter 49 of the Texas Water Code requires Seller to deliver and the Buyer to sign the statutory notice relating to the tax rate, bonded indebtedness,or standby fee of the,district prior to final execution of this Contract. C. if the Property adjoins or shares a common boundary with the tidally influenced submerged lands of the State, Section 33.135 of the 'I"exas Natural Resources Code, requires a notice regarding coastal area property to be included in this Contract. Initiated R)r Identification by Seller Page I I of 13 ......... .....amu........ D. Buyer should not rely upon any oral representations about the Property from any source. E. Brokers are not qualified to render property inspections, surveys, engineering Studies, environmental assessments. or inspections to determine compliance with zoning, governmental regulations, or laws. Buyer should seek experts to render such services. Selection of inspectors and repairmen is the responsibility of the Buyer and not the Broker. 26. TEXAS LAW TO APPLY: This Contract shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created hereunder are performable in the county in which the Property is located. 27. CONSULT YOUR ATTORNEY: The Broker cannot give you legal advice. This is intended to be a legally binding contract. READ IT CAREFULI,Y. NO REPRESENTATION OR RECOMMENDATION IS MADE BY BROKER. OR ITS AGE.NTS OR ITS EMPI.,OYEES AS TO THE 1-,EGAL, SUFFICIENCY, 1,E(3A[, EFFECT, OR 'TAX CONSEQUENCES OF THIS f)O(.,',t.JMEN'I' OR TRANSACTION. If you do not understand the effect of any part of this Contract, consult your attorney BEFORE signing. Buyer's Seller's Attorney-. John 1). Bell Seller:_C.,ous Christi Hou,�in Finance .......... Buyer:-__.. Name:—Da4d" uss By- Name: WilliamEEoover Name: Rudy Garza__ Title:- President ESCROW RECEIPT Escrow Agent acknowledges receipt of this Contract and Earnest Money on ([11flective Date). Escrow Agent:_San-Jac-in.19-j"itle Services qjL1[gxLqsl.,LC By:___ —___ — FA270598 Ward Bidg\17 Conti act for Purcimse 1127.d(wx Page 12 of 13 ..............").....v EXHIBIT A AS IS CLAUSE By acceptance and recording hereof BUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, AND SPECIFICALLY DISCLAIMS ANY REPRESENTA]"IONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTEES OF ANY KIND OR CHARACTERWHATSOEVER, WHE'l"HER, EXPRESS OR. IMPLIED, ORAL OR. WRITTEN, PAST, PRESf.NTOR I"UTURE, OF, AS TO, CONCERNING OR WITH RESPECTTO: (1) the nature, quality or condition ofthe property, including without limitation,the water, soil and geology; (ii) the income to be derived from the property; (iii)the suitability of the property for any and all activities and uses which Buyer may conduct thereon; (iv) the compliance of or by the property or its operation with any laws, rules, ordinances or regulations, of any applicable governmental authority or body; (v) the habitability, merchantability or fitness for a particular purpose of the property, BUYER ACKNOWLEDGES AND AGREESTHATSELLER HAS NOT MADE NOR GIVEN ANY REPRESENTATIONS REGARDING- (i) solid waste, as defined by the Texas Solid Waste Disposal Act and the regulations adopted thereunder-, (5) the disposal of or existence of in or on the property, of any hazardous substance, Hazardous Substance shall mean any substance which (at any time) shall be listed as "hazardous" or "toxic" in the regulations implementing the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), 42 U.S.C. 9601 et seq.,the Resource Conservation and Recovery Act("RCRA"), 42 E. 6901 et seq., or which has been or shall be determined at any time by any agency or court to be a hazardous or toxic substance regulated under Applicable Law, The term "Hazardous Substance" shall also include, without limitation, raw materials, building components, the products of any manufacturing or other activities on the subject, properly, wastes, petroleum, and source, special nuclear or byproduct material as defined by the Atomic Energy Act of 1954,as amended(42 U.&C, 3011,et seq.,as amended). Buyer further acknowledges and agrees that Buyer or Buyer's agents have inspected the property and is relying solely on Buyer or Buyer's agents investigation ofd the property by Buyer or Buyer's agents and not on any information provided or to be provided by Seller. Buyer acknowledges and agrees that any information provided or to be provided with respect to the property was obtained from a variety of sources and that Seller has not made any independent investigation or verification of such information and makes no representations as to the accuracy or completeness of such information, BUYER FURTFIER ACKNOWLEDGES AND AGREES THAT THE SALE OF THE PROPERTY AS PROVIDED FOR 14EREIN IS MADE ON AN "AS IS, WHERE IS" CONDITION AND BASIS WITH ALL FAULTS. FA2705\38 Ward Rldg\17 Contrao for Purchase 1127 docx Page 13 of 13 SC o� � v AGENDA MEMORANDUM NORPOflpEO Future Item for the City Council Meeting of December 19, 2017 1852 Action Item for the City Council Meeting of January 9, 2017 DATE: November 7, 2017 TO: Margie C. Rose, City Manager THRU: Annette Rodriguez, MPH, Director of Public Health Annetter@cctexas.com 361.826.7205 FROM: William M. Uhlarik, MBA, ARM, Assistant Director of Public Health Williamu2@cctexas.com 361-826-1348 Approving the Director of the Corpus Christi Nueces County Public Health District's (CCNCPHD), appointment of Dr. William Burgin, Jr., to serve as the Local Health Authority for the Public Health District for a two-year term. CAPTION: Resolution approving the Director of the Corpus Christi Nueces County Public Health District's appointment of Dr. William Burgin, Jr. to serve as the Local Health Authority for the Public Health District for a two-year term beginning December 18, 2017 and ending December 18, 2019. PURPOSE: To allow the CCNCPHD Director of Public Health to appoint a Local Health Authority for a two year term as required by the State of Texas. BACKGROUND AND FINDINGS: Appointment and Term: In accordance with Texas Health and Safety Code, Chapter 121.021, a Local Health Authority is a physician appointed to administer state and local laws relating to public health within the appointing body's jurisdiction. A health authority serves for a term of two years and may be appointed to successive terms. Duties: Under Section 121.024, a health authority is a state officer when performing duties prescribed by state law. A health authority shall perform each duty that is (1) necessary to implement and enforce a law to protect the public health; or (2) prescribed by the board. Duties of a health authority include (1) establishing, maintaining, and enforcing quarantine in the health authority's jurisdiction; (2) aiding the board in relation to local quarantine, inspection, disease prevention and suppression, birth and death statistics, and general sanitation in the health authority's jurisdiction. ALTERNATIVES: Do not allow the appointment of a Local Health Authority and be in non-compliance with State of Texas requirements. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Council approval required for acceptance of resolution to allow CCNCPHD Director of Public Health to appoint Dr. William Burgin, Jr. to serve as Local Health Authority for a two-year term. EMERGENCY/ NON-EMERGENCY: Non-Emergency. This item requires two readings. DEPARTMENTAL CLEARANCES: Corpus Christi-Nueces County Public Health District Legal Department FINANCIAL IMPACT: Z Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: Expenditures Current Future 2017-2018 CIP only) Year Years TOTALS Line Item Budget 100,000 100,000 200,000 Encumbered / Expended Amount This item 100,000 100,000 200,000 BALANCE $100,000 $100,000 $200,000 Fund(s): 1020 (General Fund) & 9100 (Nueces County General Fund) Comments: The City of Corpus Christi pays 50%, and Nueces County pays the other 50% of the Local Health Authority's annual professional service fee. RECOMMENDATION: Staff recommends approval of this agenda item. LIST OF SUPPORTING DOCUMENTS: Resolution DSHS Certificate & Forms for Local Health Authority Appointment Resolution approving the Director of the Corpus Christi Nueces County Public Health District's appointment of Dr. William Burgin, Jr. to serve as the Local Health Authority for the Public Health District for a two-year term beginning December 18, 2017 and ending December 18, 2019. WHEREAS, the City of Corpus Christi and Nueces County, Texas by majority vote of each governing body established a Public Health District in accordance with Section 121.041 of the Texas Health and Safety Code; and WHEREAS, the City of Corpus Christi and Nueces County appointed a Director of the Public Health District in accordance with Section 121.045 of the Texas Health and Safety Code; and WHEREAS, the current Director of the Public Health District is not a physician and Section 121.045(d) of the Texas Health and Safety Code requires a non-physician director of the public health district to appoint a physician as the Local Health Authority for the district, subject to the approval of the members of the District; and WHEREAS, Section 85.1(b)(2) of Title 25 of the Texas Administrative Code provides that a non-physician director of a public health district's appointment of the local health authority is subject to the approval of the governing body of the local public health district. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. That the Director of the City of Corpus Christi and Nueces County Public Health District appointed Dr. William Burgin, Jr. to serve as the Local Health Authority for the Public Health District for a two-year term beginning December 18, 2017 and ending December 17, 2019 and this appointment is hereby approved. Section 2. This Resolution shall take effect and be in full force immediately after its adoption by the City Council. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor Corpus Christi, Texas of , Page 1 of 2 The above resolution was passed by the following vote: Joe McComb Rudy Garza Paulette Guajardo Michael Hunter Debbie Lindsey-Opel Ben Molina Lucy Rubio Greg Smith Carolyn Vaughn Page 2 of 2 Y Certificate of Appointment for a Health Authority The Health Authority has been appointed and approved by the: (Check the appropriate designation below) Commissioners Court for County Governing Body for the Municipality of Director, Health Department Director, Public Health District acting in my capacity as: (Check the appropriate designation below) County Judge or Designee Mayor or Designee Non-physician and the Local Health Department Director Non-physician and the Public Health District Director do hereby certify the physician, , who is licensed by the Texas Board of Medical Examiners,was duly appointed as the (check as applicable), Health Authority Health Authority Designee for the jurisdiction of ,Texas. Date term of office begins ,20_ Date term of office ends ,20 , unless removed by law. I certify to the above information on this the day of .20—. . .... � tiN� rrr rrnn, , „ �nnnnnnnnnrrrrrr —,.o... Signature of Appointing Official Revised by DSHS Division of Regional and Local Health Services,July 13,2016 C91 OATH OF OFFICE For Health Authorities in the State of Texas 19 , do solemnly swear (or affirm), that I will faithfully execute the duties of the office of Health Authority of the State of Texas and will to the best of my ability, preserve, protect, and defend the Constitution and laws of the United States and of this State, so help me God. Affiant Mailing Address ZIP (Area Code)Phone Number(day and evening) Email Address SWORN TO and subscribed before me this day of 920 Signature of Person Administering Oath (Seal) Printed Name Title Revised by DSHS Division for Regional and Locul Health Services,June 3,2016 IE C. COD THE STATE OF TEXAS Statement of Elected/Appointed Officer (Please type or print legibly) do solemnly swear (or ' - - '' —---I--'- - - , ..... - , a� notdirect1y orindirectly paid, offered, promisedto pay, contributed, or promised to contribute any money or thing of value, or promised any public office or employment for the giving or withholding of a vote at the election at which I was elected or as a reward to secure my appointment or confirmation, whichever the case may be, so help me God. ''" ........................... Affiant's Signature Printed Name Position to Which Elected/Appointed City and/or County SWORN TO and subscribed before me by affiant on this_day of 20 Signature of Person Authorized to Administer Oaths/Affidavits (sea]) Printed Name Title Pursuant to Tex.Const,Art.XVI,§I(b). Revised by DSHS Division for Regional and Local Health Services,July 13,2016 1� o-�p �uo�aaoaU TEXAS SlIalle Hea11 h indices APPOINTMENT OF HEALTH AUTiiORITY General str i The Texas Department of State Health Services (DSHS) provides support for the appointment of Health Authorities in Texas and maintains the database of appointments. Other DSHS responsibilities Include coordination of training activities and availability of reference tools to ensure Health Authorities understand the roles and responsibilities of their office to serve their local communities. Definition and Term of Office In accordance fth_dnd_5AfdC '4n AfIk7�l. , a Health Authority is a physician appointed to administer state and local laws relating to public health within the appointing body's jurisdiction. A Health Authority serves for a term of two years and may be appointed to successive terms. Health authorities can be appointed by the following: • Commissioners courts • Governing bodies of municipalities • Local health department directors who are not physicians • Public health district directors who are not physicians Duties Under i , �f � �' , a Health Authority is a state officer when performing duties prescribed by state law. A Health Authority shall perform each duty necessary to implement and enforce a law to protect the public health or prescribed by DSHS. Duties Include (1) establishing, maintaining, and enforcing quarantine in the Health Authority's jurisdiction; (2) aiding DSHS In relation to local quarantine, Inspection, disease prevention and suppression, birth and death statistics, and general sanitation in the Health Authority's jurisdiction; (3) reporting the presence of contagious, infectious, and dangerous epidemic diseases in the Health Authority's jurisdiction as prescribed by DSHS; (4) reporting on any subject on which it is proper for DSHS to direct that a report be made; and (5) aiding DSHS In the enforcement of proper rules, requirements, and ordinances; sanitation laws; quarantine rules; and vital statistics collections. Required Forms Each newly appointed Health Authority must file copies of three forms with the Regional Medical Director for the respective DSHS Health Service Region immediately after appointment to office: 1. Statement of Appointed/Elected Officer: Constitutional oath that the Health Authority did not give or promise any material, financial, or other reward in return for the appointment. 2. Oath of Office: Constitutional oath to execute the duties of the office of Health Authority. 3. Certificate of Appointment. Statutory certification from the appointing entity. Questions If you have questions regarding the Health Authority appointment process or about completing the forms, please contact your SBalt Service aion oce or the DSHS Division for Regional & Local Health Services office in Austin at (512) 775-7770. See links below for contact Information: T x e o f St S i It i . This site includes the information to locate the Regional Medical Director for the appropriate Health Service Region, including addresses, telephone numbers, FAX numbers, and maps of the DSHS Health Service Region Offices. a of S S Health S ice eoions. This page provides a map showing the regional boundaries. Revised by DSHS Division for Regional and Local Health Services, June 3, 2016 se o� � v AGENDA MEMORANDUM NORPOflpEO Future Item for the City Council Meeting of December 19, 2017 1852 Action Item for the City Council Meeting of January 9, 2018 DATE: November 29, 2017 TO: Margie C. Rose, City Manager FROM: E. Jay Ellington, Director of Parks and Recreation Department JayEll(a�cctexas.com (361) 826-3464 Food Program Purchase CAPTION: Resolution authorizing the City Manager to execute all documents necessary to purchase up to $329,944.00 in food supplies for the City Senior Center Meals Program through the Coastal Bend Council of Governments ("CBCOG") participation in the TEXAS 20 Purchasing Cooperative as organized and administered by the Education Service Center, Region 20; and ratifying the purchase of food supplies for said program in October- December 2017 through the CBCOG participation in the TEXAS 20 Purchasing Cooperative in amount of$50,133.00 from Labatt Food Services and $8,468.00 from Hill Country Dairies. PURPOSE: Allowing the use of the CBCOG's Agreement with Texas 20 a Purchasing Cooperative that is under Region 20 of the Education Service Center gives staff maximum reach for products and services that are needed to keep various programs and services supported across the City, including but not limited to providing food for the seniors and the Senior Centers and for the summer youth programs. BACKGROUND AND FINDINGS: Currently the Food Services are being provided through an Agreement with the Coastal Bend Council of Governments through use of their Inter-Local Agreement with the Texas 20 Cooperative. Staff are utilizing this agreement to provide food and realized that the amount of food being provided under various programs was reaching a level requiring Council approval; staff needs to continue to provide these services and requests the continued use of this agreement with CBCOG to do so. Texas 20 has identified two vendors that are currently meeting the needs of the Senior Centers, Labatt Food Service provides the majority of the foods, at an estimated nine- month expenditure of$272,495.00 and Hill Country Dairies provides the milk products at an estimated nine-month expenditure of $57,449.00 for a total estimated nine-month expenditure of $329,944.00. Texas 20 will rebid this Service periodically and therefore staff cannot determine which companies will have the bids for the following program term, but is requesting to continue this arrangement with Texas 20 at an expenditure not to exceed $329,944.00 for 2017-2018 fiscal year. ALTERNATIVES: Providing Food Services is challenging as a number of local suppliers do not accept Purchase Orders and do not offer the discounts that can be obtained through these types of Purchasing Cooperatives, therefore staff considers use of the Cooperatives as the best option for the City. OTHER CONSIDERATIONS: No other product available. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurement as allowed by Texas Government Code Article 791.011 Inter-Local Cooperation Act as amended. EMERGENCY/ NON-EMERGENCY: Non-emergency. DEPARTMENTAL CLEARANCES: Parks and Recreation FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2016-2017 Current Year Future Years TOTALS Line Item Budget $392,000.00 $0.00 $392,000.00 Encumbered / Expended Amount $58,601.00 $58,601.00 This item $329,944.00 $0.00 $329,944.00 BALANCE $3,455.00 $0.00 $3,455.00 Fund(s): Park Grants Fund 1067 Comments: The funding for the above is provided by the Elderly Nutrition Program Grant. RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Resolution authorizing the City Manager to execute all documents necessary to purchase up to $329,944.00 in food supplies for the City Senior Center Meals Program through the Coastal Bend Council of Governments ("CBCOG") participation in the TEXAS 20 Purchasing Cooperative as organized and administered by the Education Service Center, Region 20; and ratifying the purchase of food supplies for said program in October - December 2017 through the CBCOG participation in the TEXAS 20 Purchasing Cooperative in amount of$50,133.00 from Labatt Food Services and $8,468.00 from Hill Country Dairies. Whereas, Texas Local Government Code Section 271.102 (a) provides that a local government may participate in a cooperative purchasing program with another local government of this state or another state or with a local cooperative organization of this state of another state and Whereas, Texas Local Government Code 271.102 (c) provides that a local government that purchases goods or services under this subchapter satisfies any state law requiring the local government to seek competitive bids for the purchase of the goods or services; Whereas, Texas Government Code Chapter 791 Section 791.011 authorizes local governments to contract with another local government to perform governmental functions and services including purchasing in accordance with Chapter 791; Whereas, the Coastal Bend Council of Governments has entered into agreements for participation in the TEXAS 20 Purchasing Cooperative on behalf of seven Coastal Bend elderly nutrition program providers to allow for substantial savings for local nutrition programs to be realized by volume purchasing of specific commodity items; Now, therefore, be it resolved by the City Council of the City of Corpus Christi, Texas: SECTION 1. The City Manager, or designee, is authorized to execute all documents necessary under Texas Local Government Code Chapter 271 Subchapter F and Texas Government Code Chapter 791 to purchase up to $329,944.00 in food supplies for the City Senior Center Meals Program through the Coastal Bend Council of Governments participation in the Texas 20 Purchasing Cooperative as organized and administered by the Education Service Center, Region 20. SECTION 2. That the purchase of food supplies in October-November 2017 through the CBCOG participation in the TEXAS 20 Purchasing Cooperative in amount of$50,133.00 from Labatt Food Services and $8,468.00 from Hill Country Dairies for the City Senior Center Meals Program is hereby ratified. SECTION 3. This Resolution shall take effect and be in full force immediately after its adoption by the City Council. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta 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 Ben Molina Lucy Rubio Greg Smith Carolyn Vaughn Debbie Lindsey-Opel SC AGENDA MEMORANDUM HC©NPO 11 Future Item for the City Council Meeting of December 19, 2017 1852 Action Item for the City Council Meeting of January 9, 2017 DATE: December 13, 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: Dan Grimsbo, Executive Director of Water Utilities danger-cctexas.com (361) 826-1718 Jeff H. Edmonds, P.E., Director of Engineering Services jeffreye@cctexas.com (361) 826-3851 Resolution authorizing the City Manager or designee to Issue a Request for Qualifications for an Owner's Representative Wastewater Management Plan Implementation CAPTION: Resolution authorizing the City Manager or designee to proceed with the issuance of a Request for Qualifications (RFQ)for a Public-Private Partnership (P3) Owner's Representative. PURPOSE: To approve a Resolution authorizing the City Manager or designee to issue a RFQ for a P3 Owner's Representative. BACKGROUND AND FINDINGS: On June 13, 2017, City Council passed a resolution directing staff to implement a modified Option 1 from the Stantec Wastewater Management Plan. The resolution also directed the City Manager to procure future improvements through the most cost-effective financing and delivery plan including, but not limited to, a public private partnership (P3) approach. On July 25th, City Council directed the City Manger to initiate a potential P3 procurement process by publishing a Request for Information (RFI)from potential P3 providers. The RFI would be the first step in a multi-step P3 procurement process. The information received from the RFI was intended to help the City to determine a fit between P3 business offerings and the City's wastewater management needs and to structure the next steps of a P3 procurement. City Council, however, directed the City Manager to delay the procurement of an Owner's Representative until an unspecified future date. On September 29, 2017, Engineering Services published a Request for Information (RFI) No. 2017-04 Wastewater Management Program Implementation. On November 10, 2017, the City received 14 responses to the RFI. A status update on the RFI was provided to Council in a memorandum dated November 16, 2017. It is not clear to staff how much further the P3 process can proceed without the procurement of an Owner's Representative. P3 contracts can be large, complex and high-risk transactions. City Staff does not have the relevant experience to adequately protect the City's interest in such a procurement. Having an Owner's Representative with the relevant financial, legal and technical expertise to help structure a procurement and advise the City through the process is essential to completing a successful procurement and negotiating a fair contract. Staff believes that the procurement of the owner's representative is a necessary and logical next step if Council wishes to proceed with a P3 procurement for implementation of the Wastewater Management Plan. This item is a Resolution authorizing the City Manager or designee to proceed with the issuance of a Request for Qualifications (RFQ)for a P3 Owner's Representative. ALTERNATIVES: Council may choose not to approve the resolution OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: This item conforms to City Policies. EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Water Utilities FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Project to Date Fiscal Year: Expenditures 2017-2018 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered Expended Amount This item BALANCE Fund(s): n/a Comments: None. RECOMMENDATION: Approval of Resolution as submitted. LIST OF SUPPORTING DOCUMENTS: Resolution Resolution authorizing the City Manager or designee to proceed with the issuance of a Request for Qualifications (RFQ) for a Public- Private Partnership (P3) Owner's Representative WHEREAS, on July 25 2017, staff presented the Principles, Process and Procurement for Public-Private Partnerships (P3) to City Council; WHEREAS, after the presentation, City Council made a motion of direction for the City Manager or designee to proceed with issuing a Request for Information (RFI) from potential P3 providers; WHEREAS, the assistance of an experienced P3 Owner's Representative is required to help structure a successful procurement and facilitate the required City Council decisions. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager, or designee, is authorized to proceed with issuing a Request for Qualification (RFQ) for a P3 Owner's Representative for the Wastewater Management Program Implementation. SECTION 2. The Resolution shall take effect and be in full force immediately after its adoption by the City Council. ATTEST THE CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor Corpus Christi, Texas of , 2017 The above resolution was passed by the following vote: Joe McComb Rudy Garza Paulette Guajardo Michael Hunter Debbie Lindsey-Opel Ben Molina Lucy Rubio Greg Smith Carolyn Vaughn se o� � AGENDA MEMORANDUM Future Item for the City Council Meeting of December 19, 2017 NORPOfl PE 1852 Action Item for the City Council Meeting of January 9, 2018 DATE: December 19, 2017 TO: Margie C. Rose, City Manager FROM: Kim Baker, Assistant Director of Financial Services—Purchasing Division KimB2(a)-cctexas.com (361) 826-3169 Interlocal Agreement with Regional Education Service Center#2 — Goodbuy Purchasing Cooperative CAPTION: Resolution authorizing the City Manager, or designee, to execute an interlocal participation agreement with local Regional Education Service Center #2 in order to participate in their cooperative purchasing program for the benefit of the City. PURPOSE: The purpose of this agenda item is to allow participation through an Interlocal Agreement with a local purchasing cooperative for the purchase of certain goods and services. BACKGROUND AND FINDINGS: The City currently utilizes a number of cooperatives that allow for expedited purchasing of common goods and services. These cooperatives benefit the City as the buying power is often increased, since these cooperatives purchase for a number of Agencies. In addition, the City is currently under agreement with other Regions of the Educational Service Center scattered throughout the State of Texas, but had never joined with the local region in Corpus Christi. The Purchasing Division staff have been working with the local Region to develop an Agreement that is mutually beneficial to both parties, that meets the needs and objectives of the City. This action allows the City Manager or designee to enter into an Interlocal Agreement with Region 2 of the Educational Service Center. ALTERNATIVES: Continue utilizing other Regions outside of the local Region or purchase direct. OTHER CONSIDERATIONS: No feasible considerations CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State Statues regulating procurements. EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Purchasing Division FINANCIAL IMPACT: ❑Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget $ $ $ Encumbered / Expended Amount $ $ $ This item $ $ $ BALANCE $ $ $ Fund(s): N/A Comments: The funding for specific purchases under this Interlocal Agreement will be provided by various department budgets as needed. RECOMMENDATION: Staff recommends approval of the Resolution. LIST OF SUPPORTING DOCUMENTS: Resolution Interlocal Agreement General Conditions Document Resolution authorizing the City Manager, or designee, to execute an interlocal participation agreement with local Regional Education Service Center #2 in order to participate in their cooperative purchasing program for the benefit of the City. WHEREAS, pursuant to the Interlocal Cooperation Act, Government Code, Chapter 791, and Local Government Code, Chapter 271, a city may participate in cooperative purchasing programs established by the State, other municipalities, counties, special districts, and other political subdivisions in order to facilitate the procurement of necessary goods and services in full compliance with State bidding laws; WHEREAS, participation in cooperative purchasing programs allows the City to utilize qualified vendors/suppliers of goods and services, realize potential economies including administrative cost savings, and obtain goods and services highly beneficial to the City and its citizens through the anticipated savings and efficiencies; WHEREAS, the City desires to participate in the cooperative purchasing program established by local Regional Education Service Center#2 ("ESC#2"),whose purchasing program operates under the name "Goodbuy;" WHEREAS, the City Council has previously approved interlocal participation agreements with Regional Education Service Centers #8 and #4 and is eligible to participate in the purchasing program of Regional Education Service Center #20 via an interlocal agreement previously executed with the Coastal Bend Council of Governments; and WHEREAS, the City Council finds that execution of the necessary interlocal agreement and participation in the cooperative purchasing program of ESC #2 is beneficial to the City and in compliance with State law; BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Council specifically finds that the foregoing statements included in the preamble of this resolution are true and correct and adopts such findings for all intents and purposes related to this resolution. SECTION 2. The City Council authorizes the City Manager or her designee ("City Manager")to execute an interlocal participation agreement with local Regional Education Service Center #2 and to participate in its cooperative purchasing program operated as "Goodbuy." ATTEST: 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 NN N N NI N NNN INN MENNNNNNEM I lur(;hising Program of the Fduc::Qation ServAc e(`anter,Rcj,ion 2 Interlocal Participation Agreement for the GoodBuy Purchasing Cooperative I. GOODBUY PURCHASING COOPERATIVE The GoodBuy Purchasing Cooperative("GoodBuy"), is a Purchasing Cooperative authorized by Tex. Gov't Code §§ 791.001 et seq. as amended, operated by the Education Service Center, Region 2 ("Region 2 ESC"), a state agency, as authorized by Tex.Educ. Code("TEC") §8.002 and TEC§44.031(a)(4). The purpose of this Agreement is to facilitate compliance with state bidding requirements,to identify qualified vendors of commodities, goods and services, to relieve the burdens of the governmental purchasing function, and to realize the various potential economies, including administrative cost savings,for Program Members. Program Members may purchase goods and services from any and all GoodBuy vendors, under the same terms, conditions, and price as stated in each GoodBuy awarded contract. GoodBuy excludes engineering, architectural, land survey, doctors, nurses and construction services. The purchase of goods through GoodBuy includes the purchase of any services reasonably required for the installation, operation, or maintenance of purchased goods, where such services are included in the awarded vendor contract. II. MEMBERSHIP Program Members. Program Members ("Members")must be qualifying local governmental entities of the State of Texas or another State; or qualifying private non-profit entities with tax exempt status under IRS Code Section 501(c)(3), operating private schools or child care facilities. To become a Member requires the approval of this Agreement by the governing body of the Member,and by the Region 2 ESC Board of Directors.Each Member must submit a copy of this Agreement signed by an authorized representative of the Member, along with a signed copy of a resolution approved by the Member's governing body, to Region 2 ESC, as a condition of membership, as set forth below. Non-governmental Members. In addition to the membership requirements set forth in Paragraph 2 above, all non- governmental entities seeking membership in GoodBuy must produce such documents as may be required from time to time by GoodBuy to demonstrate each such non-governmental entity is eligible to become a Member under applicable law. Membership Term. This Agreement shall be for one fiscal year of Region 2 ESC,which shall run from September 1 through August 31 of each calendar year, and shall become effective upon approval by both the Member's governing body and the Region 2 ESC Board of Directors. This Agreement shall automatically renew for successive one-year terms, unless sooner terminated as provided in this Agreement. The terms and conditions of this Agreement shall apply to the initial term of Membership and all renewals, unless the terms and conditions are modified in writing and approved by the Region 2 ESC Board of Directors. There is no fee for membership. Termination of Membership. Either the Member or Region 2 ESC may elect not to renew this Agreement by sixty (60) days advance written notice of non-renewal delivered to the designated representative of the other party, as set forth below. This Agreement may also be terminated at any time by either party upon thirty(30) days prior written notice to the designated representative set forth below, with or without cause. If the Member terminates its GoodBuy Participation Agreement 1 NN N N NI N NNN INN MENNNNNNEM I lur(;hising Program of the Fduc::Qation ServAc e(`enter,Rcj,ion 2 participation during the term of this Agreement or if the Region 2 ESC terminates participation of the Member under any provision of this Article,the Member shall bear the full financial responsibility for any purchases by the Member occurring after the termination date. i. Services Provided by GoodBuy: GoodBuy shall: • Provide the organization and administrative structure of the Program, including all staff necessary for the efficient operation of the Program; • Solicit requests from Members for adding categories/commodities and relevant specifications and quantity demands for goods and services that could be included in the GoodBuy Program; • Prepare specifications for procurement of goods and services to be included in the GoodBuy Program; • Publish solicitations for prices and bids from potential Vendors of goods and services to be included in the GoodBuy Program; • Qualify potential Vendors and their goods or services, based on published bid criteria, and including the conducting of due diligence of potential Vendors; • Tabulate price quotes, unit prices, and other information provided by potential Vendors of goods and services, to determine awarded Vendors for specific goods and services; • Make all Vendor background research information and bids, and GoodBuy awarded Vendor contract analysis information available to Members; • Maintain and publish the list of all GoodBuy awarded contracts, including all relevant information about the goods and services available under each awarded Vendor contract; and • Provide Members with procedures for ordering,delivery, and billing for Member purchases from GoodBuy vendors. Region 2 ESC is the designated entity that shall supervise the GoodBuy performance of this Agreement. Any written notice to GoodBuy shall be made by First Class mail, postage prepaid, and delivered to: GoodBuy Purchasing Cooperative, Education Service Center, Region 2, 209 N. Water St., Corpus Christi, Texas 78401-2528 or by e-mail sent and actually confirmed by GoodBuy to a GoodBuy Relations Representative at goodbuy a esc2.net. Any written notice to Member must be made by First Class mail postage prepaid, or by email sent and actually confirmed as received by the Member, to one or both of the Member's designated representatives and sent to an address designated by Member in this Agreement. ii. Member Obligations: • Each Member warrants that all Member payments, or other disbursements required under this Agreement will be made from current revenues budgeted and available to that Member. • Members commit to purchase goods and services that become part of the official GoodBuy products and services list when it is in the best interest of the Member. • Each Member agrees to prepare purchase orders or provide other documentation issued to the appropriate Member from the official awarded Vendor list provided by GoodBuy clearly noting contract number on it, GoodBuy Participation Agreement 2 NN N N NI N NNN INN MENNNNNNEM I lur(;hising Program of the Fduc::Qation ServAc e(`anter,Rcj,ion 2 as may be required by Member policy and procedures; provide a copy of each such purchase order, or Member approved order confirmation, Vendor Invoice or other proof of purchase for a purchase to the GoodBuy representative no later than 60 business days of the Member purchase from a GoodBuy Member; • Accept shipments of products or delivery of services ordered from vendors in accordance with standard GoodBuy purchasing procedures. • Pay Vendors in a timely manner for all goods and services received. • Report promptly in writing to GoodBuy any and all instances in which a Member has rejected goods or services delivered to the Member by any awarded Vendor or has cancelled any previously approved Purchase Order or invoice Order for goods or services to be provided by any awarded Vendor to the designated GoodBuy representative. • It is also a condition precedent to the approval of this Agreement for each Member by the Board of Directors of Region 2 ESC that each prospective Member shall designate the person or persons who have express authority to represent and bind the Member in the administration and operation of this Agreement, with respect to GoodBuy purchasing, and Region 2 ESC will not be obligated to contact any other individual(s) regarding GoodBuy matters. A Member may change the designated Member representative listed below at any time by submitting written notice to goodbuy@esc2.net. Program Member Name: Program Member Designated GoodBuy representative(s): Name: Contact Information: Title: (Address) Email: City: Telephone: State: Facsimile: Name: Contact Information: Title: (Address) Email: City: Telephone: State: Facsimile: • The Member shall provide proof of goods and services purchased via any GoodBuy contract (purchase orders, monthly activity reports, order confirmations, invoices, etc.) to GoodBuy (all purchases conducted through GoodBuy Awarded Vendor contracts). These reports may be modified from time to time as deemed appropriate by GoodBuy. III. GENERAL TERMS AND CONDITIONS Governing Law and Venue. The Member and GoodBuy agree that this Agreement is governed by the law of the State GoodBuy Participation Agreement 3 NN N N NI N NNN INN NOMMMMMMEM I lur(;hising Program of the Fduc::Qation ServAc e(`anter,Rcj,ion 2 of Texas and the published policies and procedures of GoodBuy. Any and all suits arising from this Agreement shall be brought in a court of competent jurisdiction and venue shall lie in Nueces County, Texas. Cooperation and Access. The Member and GoodBuy agree that they will cooperate in compliance with any reasonable requests for information and/or records made by GoodBuy or the Member. GoodBuy reserves the right to audit the relevant purchasing records of any Member, and vice-versa. Defense and Prosecution of Claims. The Region 2 ESC shall not be responsible or obligated to defend any claims against the Member or prosecute any claims on behalf of the Member. Legal Counsel. The Region 2 ESC shall not be responsible or obligated to provide or act as legal counsel to the Member with respect to any matter regarding this Agreement. Purchase Contracts. The Region 2 ESC and GoodBuy shall not be a party to any contracts made by the Member for the purchase of goods or services with any vendor through the GoodBuy Program. No Warranty. The Region 2 ESC and GoodBuy do not warrant, sponsor, or endorse the goods or services of any GoodBuy Vendor. 1. It is the responsibility of the Member purchasing from GoodBuy vendors to ensure that the applicable purchasing requirements for the Member are met in accordance with all applicable local, state and federal procurement laws, rules, and regulations. Mediation. All claims and disputes arising under this Agreement shall be submitted to non-binding mediation before a neutral mediator in Nueces County,Texas,with the party demanding mediation of a claim being obligated to pay all costs and expenses of mediation. Compliance with Procurement Laws, Rules, and Regulations. GoodBuy shall use its best efforts to solicit prices for goods and services in compliance with all applicable laws and regulations governing purchase contracts by Members and will keep a record of its procurement methodology for inspection by any Member. Each Member is responsible for determining,in consultation with its legal counsel,whether purchasing through this cooperative will satisfy the requirements of any applicable law or regulation governing the Member. This Agreement contains the entire agreement of the parties hereto with respect to the matters covered by its terms, and it may not be modified in any manner without the express written consent of the parties. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions of this Agreement shall remain in full force and effect. No party to this Agreement waives or relinquishes any immunity or defense on behalf of itself, its directors, officers, employees, representatives, or agents as a result of its execution of this Agreement and performance of the functions and obligations described herein. GoodBuy Participation Agreement 4 NN N N NI N NNN INN MENNNNNNEM I lur(;hising Program of the Fduc::Qation ServAc e(`enter,Rcj,ion 2 THE REGION 2 ESC GOODBUY PURCHASING COOPERATIVE, ITS ENDORSERS,AND SERVICING CONTRACTORS HEREBY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, IN REGARD TO ANY INFORMATION, PRODUCT, OR SERVICE FURNISHED UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE PARTIES AGREE THAT IN REGARD TO ANY AND ALL CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT,NEITHER PARTY SHALL BE LIABLE TO THE OTHER UNDER ANY CIRCUMSTANCES FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ESC REGION 2 GOODBUY'S ENDORSERS AND SERVICING CONTRACTORS DO NOT WARRANT THAT THE OPERATION OR USE OF PROGRAM SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. Merger: The Interlocal Participation Agreement,Board Resolution,Terms and Conditions, and General Provisions represent the complete understanding of the GoodBuy Purchasing Cooperative, and Member electing to participate in the Program. Representation of Authorization: By the execution and delivery of this Agreement, the undersigned individuals warrant that they have been duly authorized by all requisite administrative action required to enter into and perform the terms of this Agreement. TO BE COMPLETED BY THE GOODBUY PURCHASING COOPERATIVE,as acting on behalf of all other Members: By: Date: GoodBuy Relations Representative,Region 2 ESC Printed name Email: Telephone: Facsimile: (Name of Program Member) TO BE COMPLETED BY PROGRAM MEMBER By: Date: (Signature of authorized representative of Program Member) GoodBuy Participation Agreement 5 dbuy EMEAVENEMEM Purchasing Program of the Education Service Center,Region 2 Goodbuy Purchasing Cooperative General Terms and Conditions A. General Provisions 1. Bid Preparation and Submission Procedures Sealed (encrypted) bids will be received until the deadline indicated in the Notice of Invitation to Bid. Each bid must be submitted via the Program's bid submission software. Bids received by any other method will not be considered. A representative of the Bidder who is authorized to enter into contracts on behalf of the Bidder must create an account on the Program's online bid submission software. Failure to respond to requested information as part of the bid may result in the rejection of the entire bid. Bidders or their authorized representatives are expected to fully educate themselves as to the terms, conditions, requirements, and specifications of the Bid Invitation, including these General Terms and Conditions, before bid submittal. Failure to do so will be at the Bidder's own risk. The law makes no allowance for errors of omission or commission on the part of Bidders; furthermore, the Bidder cannot secure relief on the plea of error or ignorance concerning any requirement included in the Bid Invitation. Bidders are welcomed to attend the bid opening at the date and time indicated in the Notice of Invitation to Bid, but Bidder presence is not required, and no weight or other consideration toward any award decision will be given to any Bidder's attendance or absence at the bid opening. Recaps of the details of the bids received will be available to any interested party upon WRITTEN request. The form and content of the bid recaps will be at the sole discretion of the management and staff of the Program and may be in electronic form. Unless otherwise specified, you may bid on any or all items. Answer all questions related to each item on which you wish to bid. For items you do not wish to bid on, you may simply leave the questions for that item unanswered (blank), or you may enter "No Bid" or "N/B." Items will be considered individually and awards will be made on each item independently, except for"related" items for which "compatibility" will be an element of consideration. In such cases, small groups of items will be considered as a unit. Small and Minority Firms, Women's Business Enterprises, and Labor Surplus Area firms are especially encouraged to submit bids. 2. Statement of Inclusion/Applicability These General Terms and Conditions are applicable to all Bid Invitations issued by the Program, and by this inclusion, they become an integral part of any contract which is awarded, or Purchase Order which is issued in association with this Bid Invitation. 3. General Provisions and Definitions The term "Program" means the Goodbuy Purchasing Cooperative and its management and staff. The term "Member" means any member of the Program and the member's management and staff. Page 1 of 17 dbuy EMEAVENEMEM Purchasing Program of the Education Service Center,Region 2 The term "Bidder" means the business or entity submitting a bid to the Program and, if awarded, providing goods and services through the Program to Members. The term "Parties" means the Program and the Bidder. The term "contract" means the comprehensive collection of: a) the General Terms and Conditions, including any attachments and or amendments, and all other forms and information collection pages included with this Bid Invitation; b) the Item Specifications included in the Bid Invitation and any subsequent addenda thereto; c) the Bidder's response to the Bid Invitation; d) the Bidder's Notice of Award document; and e) any additional terms, conditions, or instructions contained in each individual Purchase Order issued by any member(s) of the Program. Collectively, these documents represent the entire agreement between the Parties. The term "Purchase Order" means a purchase order issued by a Member to the Bidder to order goods or services pursuant to this contract. The section titles contained in this General Terms and Conditions document are for convenience and reference only, and in no way define, describe, extend, or limit the scope or intent of the provisions of any section of this document. Unless otherwise stated, any listing of factors or criteria in this document does not constitute an order of preference or importance. 4. Contract Time Period and Successors and Assigns The time period for purchases covered by any contract resulting from any award under this bid is stated in the Notice of Invitation to Bid. Unless otherwise indicated in these General Terms and Conditions, all bid pricing will be firm through the entire contract period. In the event this contract expires before another bid is awarded, upon the mutual written agreement of the Parties, this contract may be extended on a month to month basis beyond the expiration of the contract time period. The transfer, assignment, or subcontracting of contracts is prohibited, and the Bidder agrees not to sell, assign, transfer, convey, or subcontract any portion of any contract resulting from this Bid Invitation without the prior written consent of the Program. Any contract resulting from any award under this bid shall be binding upon and shall inure to the benefit of the parties and their successors and permitted assigns. If the Bidder is acquired, sold, merged, or otherwise reorganized, the Bidder shall provide notice of such change to the Program in writing. 5. Addendum In the event that any changes to this Bid Invitation occur, the changes or corrections to this Bid Invitation will be made by addendum, and any updated information contained in Page 2 of 17 dbuy EMERIMMEMEM Purchasing Program of the Education Service Center,Region 2 any addendum will prevail over the information contained in the original Bid Invitation or any previous addendum. Each entity who received a copy of this Bid Invitation will be notified of any addendum to this Bid Invitation via our online bid submission software. The Program is the sole authority for the issuance of any addendum related to this bid. Any communications from any person or entity other than the Program regarding any matters related to this bid are invalid and will have no influence on this Bid Invitation. 6. Specifications (line item bids only, not applicable on catalog discount bids) Catalog numbers, brand names, or manufacturer's product or reference numbers used in the item specifications are intended to be descriptive, not restrictive. These references, as well as "approved brands" listed, are intended to identify and indicate the type of product being sought, and establish the level of quality desired. If any conflict exists in the item specifications between the product descriptions and any brand names or model or reference numbers used, the product descriptions will override the brand names or model number references. In most cases, bids on brands of equivalent nature and quality will be considered, provided they are regularly produced products from a reputable manufacturer. However, in some cases, the Program may find it advantageous to standardize equipment and/or supplies by manufacturer in order to achieve efficiencies in procurement, repair, and operation, to match existing stock, or to satisfy other requirements. In these cases, preference will be given to the specific products identified as "approved brands," especially if all other evaluation factors are deemed to be equal. For this reason, where specific brands or models are identified, it is preferable for the Bidder to bid on the exact item specified, in addition to an alternate brand or model where desired. All bids must identify the manufacturer, brand, model, etc. of the article being offered. For bids on "or equal/equivalent" items other than any "approved brand" specified, the Bidder must supply a complete description and sufficient data for the Program to properly analyze the product being bid. Samples may be requested for items other than "approved brands." If the Bidder fails to identify the manufacturer, brand, model, etc. for any item being bid on, the Program will assume the Bidder is bidding on the exact brand and model identified in the specification, and if awarded, the Bidder will be required to supply the exact brand names, models, etc. as specified. Substitutions will not be allowed. The apparent silence of the specifications as to any detail or the apparent omission from any specification of a detailed description concerning any point shall be regarded as meaning that only the best commercial practices shall prevail. All interpretations of the specifications shall be made on the basis of this statement. If the Bidder discovers or suspects an error in the item specifications in this Bid Invitation, please note it as part of the Bidder's bid response. The Program will attempt to correct errors for future Bid Invitations. Page 3 of 17 dbuy NONAVENEMEM Purchasing Program of the Education Service Center,Region 2 7. Bid Evaluation and Award All bids received in response to this Bid Invitation which are submitted in accordance with the instructions and restrictions contained in section #1 of this General Terms and Conditions document entitled "Bid Preparation and Submission Procedures" will initially be considered for award; however, initial consideration of any bid will not constitute an assessment of its meeting the necessary qualifications, and any bid may be disqualified at any time during the process of evaluating bids for failure to meet any other terms or conditions contained anywhere else in the Bid Invitation. The Program reserves the right to waive any or all bidding irregularities, formalities, or other technicalities, to be the sole and independent judge of quality and suitability of any products offered, and may accept or reject any bid in its entirety, or may reject any part of any bid without affecting the remainder of that bid, and may award the individual items on this bid in any combination or in any way to best serve the interests of its members as it perceives those interests to be in its sole discretion. It is not the policy of the Program to purchase on the basis of low bid price alone. All bid items are subject to evaluation and approval by a committee composed of Members. In evaluating the bids received and determining to which bidder(s) (if any) to award a contract, the Program may consider any combination of the following criteria: (1) the purchase price; (2) the reputation of the Bidder and of the Bidder's goods and/or services; (3) the quality of the Bidder's goods and/or services; (4) the extent to which the goods and/or services meet the needs of the Members; (5) the Bidder's location and service and delivery capabilities; (6) the Bidder's past performance with the Members; (7) student preferences; (8) the warranties offered and the Bidder's warranty service history; (9) the probability of continuous availability of the goods and/or services offered; (10) the impact on the ability of the Members to comply with any applicable laws or rules, including those relating to the utilization of historically underutilized businesses; (11) the total long-term cost to the Program Members to acquire the Bidder's goods and/or services; and (12) any other relevant factor that a public or private entity could consider in selecting a vendor. The Program, through its management and/or its Members, may use all means at their collective disposal to evaluate the bids received on these criteria, and the final decision as to the best overall offer, both as to price and to suitability of the products and/or services offered to fit the needs of the Members, will rest solely with the Board of Directors for Education Service Center, Region 2, which may be delegated at the Board's discretion. Unless otherwise indicated in this Bid Invitation, "all or nothing" bids are not acceptable and will be rejected. The Bidder must be willing to accept a partial award for any combination of the items and/or services bid, and must be willing to share the business with any other successful bidders. The successful bidder(s) will be notified by "Notice(s) of Award" issued by the management of the Program. The Program and/or its members, as a whole or individually, reserve the right to require a performance bond as it is deemed necessary. Page 4 of 17 dbuy NONAVESSIMEM Purchasing Program of the Education Service Center,Region 2 B. Performance 8. Quantities Quantities reflected in this Bid Invitation are estimates based upon the combined projected needs for participating Members during the contract period. Quantities are the best estimate of anticipated needs available at the time of publication of this Bid Invitation, but the accuracy of these estimated quantities may be affected by numerous factors including, but not limited to, budgetary adjustments, student participation, availability of government commodities or other subsidies, changing market forces, unintentional errors or omissions, and changes in Program participation. Actual needs may be greater or less than the estimated quantities provided. Unless otherwise specified by the bidder, the Program as a whole, and its individual Members, will be allowed to purchase up to twenty-five percent (25%) more or up to twenty-five percent (25%) less than the estimated quantities for any item and still obtain the item at the bid price. The Bidder will be notified of significant changes in the estimated quantities as they become known throughout the contract period. The Bidder will be required to monitor consumption rates and bring any exceptions to the attention of the Program management as soon as possible. The Program will communicate slow-moving items to its members if notified by the Bidder. Except for conditions discussed within section #23 of this document entitled "Force Majeure," the Bidder is required to maintain sufficient inventories to cover the needs of Members with only minimal, occasional, and temporary inability to provide products on a timely basis. The Bidder at the close of the contract period agrees not to hold the Program or its Members liable for any inaccuracies in estimated quantities or for any products on hand. 9. Packaging Unless otherwise provided for in this Bid Invitation, all products supplied under any contract resulting from this Bid Invitation must be packaged in containers that are new, appropriately designed for the products involved, and sturdy enough to protect the products involved in loading, transit, unloading, and storage. Any products supplied under any contract resulting from this Bid Invitation for which palletizing is appropriate must be delivered on standard 48" 4-way pallets in good, serviceable condition. 10. Pricing All "Line Item" Bids must be for a specific price for the unit of measure specified for that item. The Bidder is responsible for clearly noting any differences in proposed packaging and/or units of measure in the bid response, and the Bidder shall understand that if the item in question is awarded to the Bidder, the quantity specified for that item will be adjusted to achieve an approximately equivalent amount of the product. In cases where another price is requested for comparison purposes (e.g., "portion price" or"price per ounce"), such price is for comparison purposes only. Purchases will be made in increments of the unit of measure specified. In the case of any Page 5 of 17 dbuy EMEAVENEMEM Purchasing Program of the Education Service Center,Region 2 discrepancy or error in comparison price calculations, the price for the unit of measure specified will prevail. Excessive errors in comparison price calculations will be sufficient grounds for rejection of the entire bid. "Discount from Catalog" Bid Invitations are percent of discount offered on list price for items in the Bidder's published catalog and/or price list listed in the bid response. "Cost Plus" bids will not be accepted unless otherwise requested in this Bid Invitation. Bid prices must be firm for acceptance for at least 90 days from bid opening date, unless otherwise specified in this Bid Invitation or in the Bidder's response. If during the term of the contract, the Bidder's net prices to any or all of its other customers in similar market circumstances for any of the same items awarded under this Bid Invitation are reduced below the contracted price, it is understood and agreed that the benefits of such price reduction shall be extended to all Members. 11. Sales Tax The Members are, for the most part, public entities that are exempt from sales, excise, and use taxes. Tax Exemption Certificates will be provided by each Member upon individual requests from the Bidder. Unless otherwise specified in this Bid Invitation, sales tax will not be included in any bid response or invoice submitted by the Bidder unless the Bidder has requested a Tax Exemption Certificate from the individual Member in writing and failed to receive the same within a reasonable period of time. The Limited Sales, Excise, and Use Tax Laws recognize the inclusion of tax exemption information as part of a Purchase Order to be as binding as if it had been submitted separately, and by responding to this Bid Invitation, the Bidder agrees to accept tax exemption information in such form. 12. Delivery and Transportation Unless otherwise noted in these General Terms and Conditions or the Purchase Order, or unless prior approval has been obtained from the Member placing the order, all deliveries shall be made between the hours of 8:00 A.M. through 11:30 A.M. and 1:30 P.M. through 3:30 P.M. (4:30 P.M. for members other than school districts), Monday through Friday, holidays excepted. Unless otherwise noted in this Bid Invitation or in the Purchase Order, the Bidder must deliver products awarded under this Bid Invitation within ten (10) working days after receipt of a Purchase Order. The Bidder must immediately notify the primary contact person at the Member placing the order, by telephone and/or fax, if any delays occur. The Member placing the order will have the option to cancel the order if it is unable to accept the delay. At the discretion of the Member placing the order, items received after the due date, for which the Member has not been notified regarding the delay, may be returned at the Bidder's expense with no penalty to the Member. Repeated failure to meet delivery dates will constitute a breach of contract by the Bidder, and may result in the initiation of actions covered in section #22 of this General Terms and Conditions document entitled "Remedies for Non-Performance of Contract, and Contract Termination" and the associated financial impacts attached thereto, as Page 6 of 17 dbuy EMEAVENEMEM Purchasing Program of the Education Service Center,Region 2 well as jeopardize any future business from the Program. All freight, delivery, and handling charges are the responsibility of the Bidder, and all bid prices must be quoted freight prepaid, F.O.B. destination, and shall include all freight, delivery, and handling charges, including unloading and inside deliveries where required. Cartons must be marked as indicated on the Purchase Order. Each shipment must include a packing list and waybill or delivery ticket. If the Bidder is delivering products out of more than one warehouse or distribution center, all warehouses or distribution centers involved in the distribution plan MUST carry or have timely access to all awarded items and MUST be able to respond to orders in a timely manner. Unless otherwise specified in this Bid Invitation, product substitutions are not allowed, and the involvement of multiple distribution centers will not be construed as to alter the restrictions against product substitutions. In the event the Bidder uses multiple distribution centers, the Program and its Members will have ONE CONTACT PERSON for overall contract management relative to any contract resulting from any award under this Bid Invitation, and the Program and its Members WILL NOT be required to deal with multiple contacts from the Bidder for overall contract management. When the needs of the Member require immediate response, the right to pick up products awarded under this Bid Invitation on an "over the counter" basis must be available for the majority of the items awarded to a Bidder. Under such circumstances, the Member's personnel may pick up products at the Bidder's warehouse location at the bid price with no minimum purchase required. Except for items that have hidden defects or that do not meet specifications, title to all products shall pass to the Member upon receipt and acceptance at the time of delivery. 13. Quality Unless otherwise indicated in the Bid Invitation, all items bid must be new and in first class condition and must conform to the highest standards of manufacturing practice, including containers suitable for shipment and storage. Unless otherwise requested, the Program will not accept "factory seconds" or otherwise inferior goods, and reserves the right to return any such item(s) within thirty (30) days of receipt at Bidder's expense. All electrical items must meet all applicable OSHA standards and regulations, and must bear the appropriate listing from US, FMRC, NEMA, or U L Laboratories. Materials Safety Data Sheets (MSDS) on chemicals or any other products customarily requiring MSDS Sheets must be provided for each ordering Member. MSDS Sheets must be delivered along with the first shipment to each individual Member within the contract period. Additional MSDS Sheets must be provided in a timely manner at no charge upon request from any participating member of the Program. Page 7 of 17 dbuy EMEAVENEMEM Purchasing Program of the Education Service Center,Region 2 14. Product Inspection, Testing, and Defective Items All products supplied under this contract should arrive in the best possible condition and will be subject to inspection, testing, and approval by the Program and/or its Members. Tests may be performed on any samples submitted as part of the bidding or evaluation process, or on samples taken from any regular shipment. In the event any product tested fails to meet or exceed all requirements of the bid item specifications or the General Terms and Conditions of the Bid Invitation, the cost of the samples used and the cost of the testing shall be borne by the Bidder, and upon notification to the Bidder, the defective product(s)will be picked up and replaced by the Bidder within five (5) business days or on the next service date, whichever is sooner, without charge for the replacement(s) or delivery. Defective products which are not picked up and replaced by the Bidder as outlined above may be disposed of by the Member without expense to the Program or its Member. Repeated incidents of delivery of products that fail to pass product inspection and/or testing by the Bidder will warrant cancellation of the contract in addition to the remedies outlined above. Furthermore, future business from the Program could be jeopardized. Products damaged in shipment will be considered as defective products and will be subject to the same remedies outlined above. The failure of any consumable products (food items) to meet specifications or acceptable chemical or bacterial levels may result in cancellation of the contract in addition to the remedies outlined above. Furthermore, future business from the Program could be jeopardized. All products in the Member's warehouse at the time of any such cancellation must be picked up and credit issued to the Member. Latent defects discovered after delivery and acceptance of any products may result in revocation of the acceptance. The Program shall have access to the Bidder's place of business during normal business hours for the purpose of inspecting merchandise. 15. Samples If samples are needed for bid evaluation, they will be requested as part of the Bid Invitation or in a separate communication. Unless otherwise indicated in the request for the samples, the samples must be received by the Program within 72 hours from the time of the request. Samples must be furnished free of expense to the Program. Samples must be labeled with Program Bid Name and Number, Item Number, Product Identification Number(s), and the name of the Bidder. Do not include samples with the bid response unless otherwise instructed in the Bid Invitation. All samples will be retained by the Program for a sufficient length of time for proper evaluation. If not destroyed or consumed during examination or testing, samples will be returned to the Bidder at the Bidder's expense, but only upon written request submitted with the samples at the time the samples were submitted. However, notwithstanding the above, samples from the successful Bidder may be retained Page 8 of 17 dbuy EMEAVENEMEM Purchasing Program of the Education Service Center,Region 2 permanently by the Program for the purpose of determining that the quality and workmanship of the delivered items are comparable to the samples. The Program shall incur no liability for any samples that are damaged, destroyed or consumed during examination or testing. Failure by the Bidder to submit samples when requested will result in the items in question not being considered for award to the Bidder. 16. Warranties By submission of a bid, the Bidder warrants that the Bidder is an authorized dealer, distributor, or manufacturer for the product(s) being offered, that all items being bid conform to the specifications for which the items are being offered, and that all items supplied under any contract related to this Bid Invitation will be free from all defects in material, workmanship, and title. A minimum of ninety (90) days product guarantee or the manufacturer's standard commercial warranty, whichever is greater, shall apply to all products purchased under this Bid Invitation. This warranty shall provide for replacement of defective merchandise, parts, and labor, and shall include pick-up of the defective merchandise from the specified Member's location and delivery of the replacement(s) to the same location. The warranty shall be effective from the date of acceptance of the merchandise. 17. Withdrawal or Modification of Bid Subject to the restrictions discussed below, a bid submitted to the Program can be withdrawn ONLY IN ITS ENTIRETY, and ONLY UNTIL THE DUE DATE AND TIME FOR BID SUBMISSION as stated in the Notice of Invitation to Bid included with this Bid Invitation. A representative of the Bidder who is authorized to enter into contracts on behalf of the Bidder must log on to our online bid submission software to withdraw. No bid may be withdrawn after the date and time that bids are due as specified in the Notice of Invitation to Bid. If the Bidder withdraws a bid, the Bidder may resubmit the bid, or submit a new bid, up until the due date and time for bid submission as stated in the Notice of Invitation to Bid included with this Bid Invitation, provided any new submission meets all the qualifications of bid submission included in these General Terms and Conditions. All bids in the possession of the Program at the time bids are due shall be deemed final, conclusive, and irrevocable, and no bid shall be subject to withdrawal, amendment, or correction after the due date and time for bid submission as stated in the Notice of Invitation to Bid included with this Bid Invitation. 18. Substitutions The Program will not accept any substitutes after item(s) have been awarded as specified, unless such substitutions are deemed to be in the best interest of the Members, and unless prior agreements have been reached and reduced to writing regarding such substitutions. Substituting without the prior approval of the Member placing the order will constitute a breach of contract by the Bidder which may result in Page 9 of 17 dbuy EMEAVENEMEM Purchasing Program of the Education Service Center,Region 2 the initiation of actions covered in section #22 of this General Terms and Conditions document entitled "Remedies for Non-Performance of Contract, and Contract Termination" and the associated financial impacts attached thereto, and may jeopardize any future business from the Program. 19. Deviations from Item Specification or General Terms and Conditions Any and all limitations, exceptions, qualifications, special conditions, or deviations from these General Terms and Conditions or any of the item specifications, including the offering of any alternate to the "approved brand and/or model" (where identified) must be clearly noted in detail by the Bidder at the time of submission of the bid. The absence of such limitations, exceptions, qualifications, special conditions, or deviations being submitted in detail with the Bidder's response will hold the Bidder accountable to the Program and its members to perform in strict accordance with all these General Terms and Conditions and all the item specifications as written, including any "approved brands and/or models" identified. The Bidder should be aware that the submission of any such limitations, exceptions, qualifications, special conditions, or deviations with the bid response may place the Bidder at a competitive disadvantage or otherwise prevent the Program from considering the bid on the affected item(s). Any deviation from any of the item specifications, including the delivery of any product other than the specific brand and model of the product awarded, will be grounds for rejection of the product(s) when delivered, and will expose the Bidder to the remedies identified in section #22 of this General Terms and Conditions document entitled "Remedies for Non-Performance of Contract, and Contract Termination" and may jeopardize future business from the Program. 20. Contracts and Purchase Orders A response to this Bid Invitation is an offer to contract with the Program and its Members based upon the Item Specifications and the General Terms and Conditions contained in the Bid Invitation. Bids do not become contracts unless and until they are both accepted by the Program through an Award Notice to the Bidder, and put into effect by the issuance of a Purchase Order(s) signed by an authorized representative of a participating Member. Purchase Orders will be delivered directly to the Bidder. All deliveries and financial transactions will occur directly between the Bidder and the Members. 21. Invoices, Packing Lists, and Payment Packing lists or other suitable shipping documents must accompany each shipment and must identify (a) the name and address of the Bidder, (b) the name and address or delivery location of the receiving entity, (c) the Purchase Order number, and (d) detailed descriptive information identifying the item(s) delivered, including quantity, item number, product code, item description, number of containers, etc. All invoices must reflect (a) the name and address of the Bidder, (b) the name and address or delivery location of the receiving entity, (c) the appropriate Purchase Order number, and (d) detailed descriptive information identifying the item(s) delivered, including quantity, item number, product code, item description, etc., and must include a properly signed copy of the delivery receipt. Invoices must be mailed directly to the Page 10 of 17 dbuy EMEAVESSIMEM Purchasing Program of the Education Service Center,Region 2 ordering Member. The Members will not be held responsible for any products delivered or invoiced without a valid current Purchase Order number. The Program cannot control the payment terms adopted and/or followed by its individual members; however, the Program does attempt to remind its members of the importance of following prompt payment policies. Notwithstanding the above, the payment terms stated on each individual Purchase Order will be the controlling factor in the determination of payment terms. Each Invoice should include the Bidder's normal payment terms in the event that any Purchase Order fails to address the subject. In any case, payment will be made only after satisfactory delivery and acceptance of merchandise in good order, including the necessary documentation indicated above, and only after receipt of a correct Invoice from the Bidder, including the necessary information indicated above. At the option of the Member, invoices with incorrect prices or other errors or inconsistencies will not be paid until corrected, whether by credit memo(s) or issuance of a corrected invoice. At the option of the Member, invoices may be corrected upon receipt and payment may be made based upon their corrections. No term in this contract shall be construed to conflict with the Texas Prompt Payment law, Texas Government Code, Chapter 2251, which shall govern the payment by Members to Bidders, to the extent such Members are covered by the law. 22. Remedies for Non-Performance of Contract, and Termination of Contract If the Bidder cannot comply with the terms and conditions in fulfilling its contract as anticipated, the Bidder must supply the same products or services contracted from other sources at the contract price. The Bidder's delay in the above will constitute the Bidder's material breach of contract, whereupon the Program may terminate the Bidder's contract for cause as provided by the remainder of this section. Unless this contract is extended by mutual agreement of the Parties on a month to month basis beyond the expiration of the contract time period as stated in the Notice of Invitation to Bid, this contract shall terminate upon the expiration of the contract term as stated in the Notice of Invitation to Bid. If any delay or failure of performance is caused by a Force Majeure event as described in section #23 of this General Terms and Conditions document entitled "Force Majeure," the Program may, in its sole discretion, terminate this contract in whole or part, provided such termination follows the remaining requirements of this section. Except as otherwise provided for within the General Terms and Conditions of this document, this contract may be terminated in whole or in part by either Party in the event of substantial failure by the other Party to fulfill its obligations under this contract through no fault of the terminating Party; provided that no such termination may be implemented unless and until the other Party is given (1) at least ten (10) days written notice (delivered by certified mail, return receipt requested) of intent to terminate, and Page 11 of 17 dbuy EMERIESEMEM Purchasing Program of the Education Service Center,Region 2 (2) an opportunity for consultation with the terminating Party, followed by a reasonable opportunity, of not more than ten (10)working days, to rectify the defects in products or performance, prior to termination. Valid causes for termination of this contract will include, but are not limited to: a) the Bidder's failure to adhere to any of the provisions of the General Terms and Conditions of this Bid Invitation; b) the Bidder delivering any product(s) that fails to meet the Item Specifications included in this Bid Invitation relating to the awarded product(s); c) the Bidder delivering any substitution(s) of product(s) different than those originally bid and awarded without the prior written approval of the Member placing the order; d) the Bidder's failure to meet the required delivery schedules as identified in the contract documents; or e) the Bidder's violation of any other provision contained within these General Terms and Conditions or any attachment thereto which provides for contract termination as a remedy. Notwithstanding anything contained in this section, in the event of the Bidder's breach of any provision in this contract, the Program reserves the right to enforce the performance of this contract in any manner prescribed by law or deemed to be in the best interest of its Members, including, but not limited to, the purchase of other products of like type and quality from other sources in the open market. In the event the Program elects to purchase other products from other sources, the Program will invoice the Bidder for any increased costs to the Program or its Members, and the Bidder agrees, by submission of a bid response, to promptly pay any such charges invoiced. In the event the Program terminates this contract, in whole or in part, for any reason provided for within the contract, the Program reserves the right to award the canceled contract, or any portion thereof, to the next lowest or best bidder as it deems such award to be in the best interest of its Members. Any contract termination resulting from any cause other than a Force Majeure event will be deemed valid reason for not considering any future bids from the defaulting Bidder. In the performance of this contract, time is of the essence and these General Terms and Conditions are of the essence. 23. Force Majeure The term Force Majeure shall include, but is not limited to, governmental restraints or decrees, provided they affect all companies in the Bidder's industry equally and are not actions taken solely against the Bidder; acts of God (except natural phenomena, such as rain, wind or flood, which are normally expected in the locale in which performance is to take place); work stoppages due to labor disputes or strikes; fires; explosions; epidemics; riots; war; rebellion; or sabotage. The Parties to this contract will be required to use due caution and preventive measures to protect against the effects of Force Majeure, and the burden of proving that Force Majeure has occurred shall rest on the Party seeking relief under this section. The Party seeking relief due to Force Majeure will be required to promptly Page 12 of 17 dbuy EMEAVENEMEM Purchasing Program of the Education Service Center,Region 2 notify the other Party in writing, citing the details of the Force Majeure event, and will be required to use due diligence to overcome obstacles to performance created by the Force Majeure event, and shall resume performance immediately after the obstacles have been removed, provided the contract has not been terminated in the interim. Delay or failure of performance, by either Party to this contract, caused solely by a Force Majeure event shall be excused for the period of delay caused solely by the Force Majeure event, provided the affected Party has promptly notified the other party in writing. Neither Party shall have any claim for damages against the other resulting from delays caused solely by Force Majeure. Neither the Program nor its Members will be responsible for any costs incurred by the Bidder because of the Force Majeure event unless the Program or its Member has requested, in writing, that the Bidder incur such costs in connection with any delay or work stoppage caused by the Force Majeure event, and the Program has agreed in such writing to incur such additional costs. Notwithstanding any other provision of this section, in the event the Bidder's performance of its obligations under this contract is delayed or stopped by a Force Majeure event, the Program shall have the option to terminate this contract in accordance with section #22 of this General Terms and Conditions document entitled "Remedies for Non-Performance of Contract, and Contract Termination." Furthermore, this section shall not be interpreted as to limit or otherwise modify any of the Program's rights as provided elsewhere in this contract. 24. Non-Collusion Certification By signing this bid, the Bidder certifies that, to the best of his/her knowledge: a) neither the Bidder nor any business entity represented by the Bidder has received compensation for participation in the preparation of the item specifications or the General Terms and Conditions related to this Bid Invitation; b) this bid or proposal has been arrived at independently and is submitted without collusion with any other bidder, with any competitor or potential competitor, or with any other person or entity to obtain any information or gain any special treatment or favoritism that would in any way limit competition or give any bidder an unfair advantage over any other bidder with respect to this bid; c) the Bidder has not accepted, offered, conferred, or agreed to confer, and will not in the future accept, offer, confer, or agree to confer, any benefit or anything of value to any person or entity related to the Program or Members in connection with any information or submission related to this bid, any recommendation, decision, vote, or award related to this bid, or the exercise of any influence or discretion concerning the sale, delivery, or performance of any product or service related to this bid; d) neither the Bidder, nor any business entity represented by the Bidder, nor anyone acting for such business entity, has violated the Federal Antitrust Laws or the antitrust laws of this State with regard to this bid, and this bid or proposal has not been knowingly disclosed, and will not be knowingly disclosed to any other bidder, competitor, or potential competitor prior to the opening of bids or proposals for this project; and e) no attempt has been or will be made to induce any other person or entity to submit Page 13 of 17 dbuy EMEAVESSIMEM Purchasing Program of the Education Service Center,Region 2 or to not submit a bid or proposal. The person signing this bid or proposal certifies that he/she has fully informed himself/herself regarding the accuracy of the statements contained in this certification. 25. Assignment - Delegation No responsibility or obligation created by this contract shall be assigned or delegated by the Bidder without written permission from the Program. Any attempted assignment or delegation by the Bidder shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph. 26. Certifications Regarding Legal, Ethical, and Other Matters By signing this bid, the Bidder certifies that: a) the Bidder has read and understands all the General Terms and Conditions in this document, and agrees to be bound by them, and the person signing this bid is authorized to submit bids on behalf of the Bidder; b) the Bidder has noted any and all relationships that might be conflicts of interest and included such information with his/her bid response; c) the bid submitted conforms with all item specifications, these General Terms and Conditions, and any other instructions, requirements, or schedules outlined or included in this Bid Invitation; d) if this bid is accepted, in whole or in part, the Bidder will furnish any item(s) awarded to them under this Bid Invitation to the Members at the price bid, and in accordance with the item specifications and the terms and conditions contained in this Bid Invitation; e) the Bidder has, or has the ability to obtain, such financial and other resources, including inventories, as may be required to fulfill all the responsibilities associated with this bid; f) the Bidder has a high degree of integrity and business ethics, and a satisfactory record of performances, and has not been notified by any local, state, or federal agency with competent jurisdiction that its standing in any matters whatsoever would preclude it from participating in this bid, it would in no other way whatsoever be disqualified to bid or receive any award or contract related to this bid, and the Bidder will comply with any reasonable request from the Program to supply any information sufficient to substantiate the Bidder's ability to meet these minimum standards; g) concerning paragraph "f)" above, the Bidder has identified and disclosed in this written bid response any and all known or suspected matters that would disqualify it from participating in this bid or receiving any award or contract related to this bid, recognizing that the Bidder's failure to identify and disclose any such matters constitutes its affirmation that no such matters exist; h) the Bidder has obtained, and will continue to maintain during the entire term of this contract, all permits, approvals, or licenses, necessary for lawful performance of its obligations under this contract; i) the prices, prompt payment discount terms, delivery terms, distribution allowances, and the quality and/or performance of the products offered in the bid response are and will remain the same or better than those offered to the Bidder's most favored customer under equivalent circumstances; Page 14 of 17 dbuy ENEAVESSIMEM Purchasing Program of the Education Service Center,Region 2 j) the Bidder will comply with all laws relating to intellectual property, will not infringe on any third party's intellectual property rights, and will indemnify, defend, and hold the Program and its Members harmless against any claims for infringement of any copyrights, patents, or other infringements related to its activities under this contract; k) the bid submitted complies with all federal, state, and local laws concerning these types of products or services, and the Bidder will continue to comply with any applicable federal, state, and local laws related to the Bidder's activities in connection with this contract; 1) the Bidder will maintain, at the Bidder's expense, any insurance necessary to protect the Program and its Members from all claims for bodily injury, death, or property damage that might arise from the performance by the Bidder or the Bidder's employees or its agents of any service required of the Bidder under this contract; however, the existence of such insurance will not relieve the Bidder of full responsibility and liability for damages, injury, death, or loss as described or as otherwise provided for by law; m) neither the Program nor any of its Members shall be liable to the Bidder for any damages (including, but not limited to, loss of profits or loss of business, or any special, consequential, exemplary, or incidental damages) in the event that the Program declares the Bidder in default; and n) the Bidder understands that the inclusion of any false statement in this bid application may result in bid disqualification and, if awarded, such false statement(s) constitute a material breach of contract which will void the submitted bid or any resulting contracts, and subject the Bidder to removal from all bid lists, and possible criminal prosecution. Unless otherwise provided for in this Bid Invitation, any written notice or other communication required by this bid or by law will be conclusively deemed to have been given and received on the second business day after such written notice has been deposited in the U. S. Mail, properly addressed, and with sufficient postage affixed thereto, provided such notice shall not prevent the giving of actual notice in any other manner. 27. Equal Employment Opportunity (EEO) Disclosures The Bidder agrees that during the period of any contract resulting from any award under this Bid Invitation, the Bidder will comply with all applicable equal employment opportunity laws and regulations, including, but not limited to an agreement not to deny any benefit to, exclude from any opportunity, or discriminate in any way against, any applicant, employee, or any other person because of age, color, creed, gender, handicapping condition, marital status, national origin, political affiliation or belief, race, religion, or veteran status. The Bidder further agrees that the Bidder is and, during the period of any contract resulting from any award under this Bid Invitation will remain, in compliance with Executive Order 11246, entitled "Equal Employment Opportunity" as amended by Executive Order 11375, and as supplemented in Department of Labor Regulations (41 CFR Part 60). The occurrence of any prohibited discrimination will constitute the Bidder's breach of contract due to a substantial failure by the Bidder to fulfill its obligations, whereupon the Page 15 of 17 dbuy EMERIMMEMEM Purchasing Program of the Education Service Center,Region 2 Program may terminate the Bidder's contract for cause as provided by section #22 of this General Terms and Conditions document entitled "Remedies for Non-Performance of Contract, and Contract Termination." 28. Venue This contract will be construed and governed according to the laws of the State of Texas. Both parties agree that venue for any litigation arising from this contract shall lie in Nueces County, Corpus Christi, Texas. 29. Waiver No claims or rights arising out of a breach of this contract can be discharged in whole or part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. 30. Interpretation — Parol Evidence This contract is intended by the parties as a final expression of their agreement and a complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties and no usage of the trade shall be relevant to supplement or explain any terms used in this contract. Acceptance or acquiescence in a course of performance rendered under this contract shall not be relevant to determine the meaning of this contract even though the accepting or acquiescing party has knowledge of the performance and opportunity for objection. Whenever a term defined by the Texas Business & Commerce Code is used in this contract, the definition contained in the Code shall be controlling. 31. Right to Assurance Whenever one Party to this contract in good faith has reason to question the other Party's intent to perform he may demand that the other Party give written assurance of his intent to perform. In the event that a demand is made and no assurance is given within five (5) days, the demanding Party may treat this failure as an anticipatory repudiation of the contract. 32. Extension /Non-Appropriations Clause This contract may be renewed for (1) one additional year if the Bidder and the Program mutually agree and no increases in costs are incurred. Non-appropriations for renewal of contract will also be in accordance with the Local Government Code 271.005 (b) concerning non-appropriation clauses for multi-year contracts. Each participating local government member reserves the right to rescind the contract at the end of the fiscal year if it is determined that funding is not available to extend the contract. 33. Proposal Acceptance The period for acceptance of this proposal will be sixty (60) calendar days unless a different period is indicated by the Bidder. Page 16 of 17 dbuy NONAVENEMEM Purchasing Program of the Education Service Center,Region 2 34. Financing of the Program The cost of the Program is funded through a ten-percent (10%) vendor participation fee paid to the Program by participating vendors. This fee is based on actual invoiced sales to Members from vendors. 35. Invoicing Participation Fees The Program will invoice the Bidder on a monthly basis for the two-percent (2%) participation fee. The invoice will be based on total sales made through the Program. The Bidder will remit payment to the Program on a net thirty (30) day term. 36. Promotion of Contract: It is agreed that the Bidder will encourage all eligible Members to purchase from Program's awarded contracts and vendors. 37. Questions Regarding Bid Questions or requests for additional information concerning this bid or the specifications SHALL be in writing and addressed to: Goodbuy Purchasing Cooperative c/o Education Service Center, Region 2 209 N. Water Street, Room 2-022 Corpus Christi, TX 78401-2528 Telephone: 800-891-6403 or 361-561-8452 Email: Melanie.canedo@esc2.us or purchasing@esc2.us Page 17 of 17 se GO `''tSi O� A NCORPORPTEO 1852 AGENDA MEMORANDUM City Council Meeting of December 19, 2017 DATE: November 15, 2017 TO: Margie C. Rose, City Manager FROM: Valerie H. Gray, P.E., Executive Director of Public Works ValerieG(c-b-cctexas.com (361) 826-3729 Use of$3.4 Million for Residential Street Reconstruction Program (RSRP) STAFF PRESENTER(S): Name Title/Position Department 1. Valerie H. Gray, P.E. Executive Director Office of Public Works 2. 3. OUTSIDE PRESENTER(S): Name Title/Position Organization 1. 2. BACKGROUND: This is a briefing on the options available for use of the $3.4 Million dedicated to the Residential Street Rebuild Program (RSRP) as part of the Fiscal 2017-2018 Budget process. Residential Street Rebuild Program (RSRP) $3.4 Million Additional FY2018 Funding Council Presentation December 19, 2017 Residential Street Rebuild Program (RSRP) Motion to Amend FY18 Budget by S3.4M ➢ September 26, 2017 — Second Reading Ordinance Adopting Fiscal Year 2018 Operating Budget Motion amending the proposed FY2017-2018 City of Corpus Christi Budget by transferring funds as provided in the document titled "Potential Funding Sources for Residential Streets", and reserve appropriations in the amount of $261,000 to the Residential Street Fund 1042 for a total amount of $3,400,000. Residential Street Rebuild Program (RSRP) Options for Additional S3.4M ✓ Will support larger program ✓ Incorporate into Work Plan ✓ More streets repaired at one ✓ Adds " 2.3 Linear Miles time ✓ Cost savings with larger scope ✓ Use of funds not immediate ✓ Some effort on "Worst First" ✓ — 1.5 Linear Miles (@ $125/SY) ✓ Adds ^ 0.5 Linear Mile to each ✓ 0.5 Linear Mile for Districts 1, District 4 & 5 o Test Projects in Districts 2 & 3 ✓ Not "Worst First" - Rehab ✓ Costs for AE design Residential Street Rebuild Program (RSRP) Recommendation GS ➢ Option 3 - FUND RESIDENTIAL RECONSTRUCTION Allows for residential reconstruction to begin in all areas citywide. RECOMMENDATION - OPTION 3 3.4 Million Additional Funds ➢ Two Test Projects ✓ Fund 1042 - Residential Street Reconstruction ✓ Bids Below Project Budget ✓ Savings to Fund Balance ➢ Fund 1042 - Sufficient Funds ✓ Cover Administration & Design for Option 3 ✓ Estimated Cost - 680,000 ➢ Allows $ 3.4 Million for Construction GS RECOMMENDATION - OPTION 3 District Distribution GS DISTRICTS DISTRIBUTED BY "NEED" ALLOCATION District Total Re9 89980 R ,/Local PCI % of Toa % of Proportion Funding Network Local <_ 55 Need Need of 58% Allocation "Current Need" 1 5,191,722 2,803,734 1,471,697 23% 23% 40% $1,348,276 , 1• NN, fdd /9,92 1,481,895 2 ¢c 3 3.262.808 2.009.174 1.099.588 18% 4 4,528,093 2,761,683 1,273,109 20% 20% 34% $1,172,414 5 3,696,021 2308838 934,318 15% 15% 26% $ 879,310 Total 20,354,262 12,163,348 6,260,60; 100% 58% 100% 3,4©©,©©© RECOMMENDATION - OPTION 3 Proposed Schedule GS 2017 2018 2019 TASK ONDJ FMAMJ JASONDJ FM Motion of Direction Award Amendment to Hanson Advertise for Construction Bids Construction Starts Residential Street Rebuild Program (RSRP) Discussion Corpus Chr sti Engineering