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Agenda Packet City Council - 04/17/2018
City of Corpus Christi 1201 Leopard Street Corpus Christi,TX 78401 cctexas.com Meeting Agenda - Final City Council Tuesday,April 17,2018 11:30 AM Council Chambers Public Notice - - THE USE OF CELLULAR PHONES AND SOUND ACTIVATED PAGERS ARE PROHIBITED IN THE CITY COUNCIL CHAMBERS DURING MEETINGS OF THE CITY COUNCIL. MEMBERS OF THE AUDIENCE WILL BE PROVIDED AN OPPORTUNITY TO ADDRESS THE COUNCIL AT APPROXIMATELY 12:00 P.M. CITIZEN COMMENTS WILL BE LIMITED TO THREE MINUTES. Please speak into the microphone located at the podium and state your name and address. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Any electronic media (e.g. CD, DVD, flash drive) that the Public would like to use while they speak to the City Council MUST be submitted a minimum of 24 hours prior to the meeting. Please contact the Public Communications department at 361-826-3211 to coordinate. Si Usted desea dirigirse al Concilio y cree que su ingl6s es limitado, habra un interprete ingles-espanol en todas las juntas del Concilio para ayudarle. Persons with disabilities who plan to attend this meeting and who may need auxiliary aids or services are requested to contact the City Secretary's office(at 361-826-3105) at least 48 hours in advance so that appropriate arrangements can be made. A. Mayor Joe McComb to call the meeting to order. B. Invocation to be given by Mrs. Dorothy Dundas, Texas Apostolic Prayer Network. C. Pledge of Allegiance to the Flag of the United States to be led by Steve Viera, Director of Human Resources. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. E. Proclamations /Commendations 1. 18-0479 Proclamation declaring April 10, 2018, "National Equal Pay Day". Proclamation declaring April 16-21, 2018, "Week of the Young Child". Proclamation declaring April 22-29, 2018, "Medical Laboratory Professionals Week". Proclamation declaring April 26 - May 13, 2018, "The 81st Buccaneer Days Celebration". Commendation recognizing Steve Chapman, Calallen Varsity Baseball City of Corpus Christi Page 1 Printed on 4/16/2018 City Council Meeting Agenda-Final April 17,2018 Coach, for 1,000 wins. 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: 2. 18-0480 Regular Meeting of April 10, 2018. Attachments: Minutes-April 10, 2018 H. BOARD &COMMITTEE APPOINTMENTS: (NONE) I. EXPLANATION OF COUNCIL ACTION: For administrative convenience, certain of the agenda items are listed as motions, resolutions, or ordinances. If deemed appropriate, the City Council will use a different method of adoption from the one listed;may finally pass an ordinance by adopting it as an emergency measure rather than a two reading ordinance;or may modify the action specified. A motion to reconsider may be made at this meeting of a vote at the last regular, or a subsequent special meeting;such agendas are incorporated herein for reconsideration and action on any reconsidered item. J. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. A recording is made of the meeting; therefore, please speak into the microphone located at the podium and state your name and address. If you choose to speak during this public comment period regarding an item on the agenda, you may do so. You will not be allowed to speak again, however, when the Council is considering the item. Citizen comments are limited to three minutes. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Any electronic media (e.g. CD, DVD, flash drive) that the Public would like to use while they speak MUST be submitted a minimum of 24 hours prior to the Meeting. Please contact the Public Communications department at 361-826-3211 to coordinate. City of Corpus Christi Page 2 Printed on 4/16/2018 City Council Meeting Agenda-Final April 17,2018 PLEASE BE ADVISED THAT THE OPEN MEETINGS ACT PROHIBITS THE CITY COUNCIL FROM RESPONDING AND DISCUSSING YOUR COMMENTS AT LENGTH. THE LAW ONLY AUTHORIZES THEM TO DO THE FOLLOWING: 1. MAKE A STATEMENT OF FACTUAL INFORMATION. 2. RECITE AN EXISTING POLICY IN RESPONSE TO THE INQUIRY. 3. ADVISE THE CITIZEN THAT THIS SUBJECT WILL BE PLACED ON AN AGENDA AT A LATER DATE. PER CITY COUNCIL POLICY, NO COUNCIL MEMBER, STAFF PERSON, OR MEMBERS OF THE AUDIENCE SHALL BERATE, EMBARRASS, ACCUSE, OR SHOW ANY PERSONAL DISRESPECT FOR ANY MEMBER OF THE STAFF, COUNCIL MEMBERS, OR THE PUBLIC AT ANY COUNCIL MEETING. THIS POLICY IS NOT MEANT TO RESTRAIN A CITIZEN'S FIRST AMENDMENT RIGHTS. K. CONSENT AGENDA: (ITEMS 3 - 13) NOTICE TO THE PUBLIC: The following items are consent motions, resolutions, and ordinances of a routine or administrative nature. The Council has been furnished with background and support material on each item, and/or it has been discussed at a previous meeting. All items will be acted upon by one vote without being discussed separately unless requested by a Council Member or a citizen, in which event the item or items will immediately be withdrawn for individual consideration in its normal sequence after the items not requiring separate discussion have been acted upon. The remaining items will be adopted by one vote. 3. 18-0310 One-Year Service Agreement for Pump Repair and Replacement Services for Water Utilities Motion authorizing a one-year service agreement with Smith Pump Company of Waco, Texas, for Pump Repair and Replacement Services for a total amount not to exceed $244,460, with two one-year options for a total potential multi-year amount of up to $733,380. Attachments: Agenda Memo- Pump Repair and Replacement Services for Waste Water and Service Agreement- Pump Repair and Replacement Services for WW and SW Bid Tabulation- Pump Repair and Replacement Services for WW and SW 4. 18-0400 Purchase of 42 trucks for the Utilities Department Motion authorizing the purchase of twenty-eight (28) 2018 F-150 trucks from Silsbee Ford of Silsbee, Texas; five (5) 2018 F-450 trucks from Grande Truck Center of San Antonio, Texas; eight (8) 2018 F-250 trucks, and one (1) 2018 F-350 truck from Rush Truck Center of New Braunfels, Texas via BuyBoard for a total amount of$1,441,898.04. Attachments: Agenda Memo-Trucks for Utilities F-150, 250, 350 and 450 Bid Tabulation -Trucks for Utilities F-150,250, 350 and 450 City of Corpus Christi Page 3 Printed on 4/16/2018 City Council Meeting Agenda-Final April 17,2018 5. 18-0312 Master Services Agreement for O.N. Stevens Water Treatment Plan Site Infrastructure Improvements (Capital Improvement Program) Motion authorizing a Master Service Agreement (MSA) with Freese and Nichols, Inc., (FNI) of Corpus Christi, Texas in the amount of$300,000 for O.N. Stevens Water Treatment Plant (ONSWTP) Site Infrastructure Improvements for a base year and two (2) optional one-year administrative renewals allowing a total potential multi-year not to exceed amount of $900,000. (Capital Improvement Program - CIP) Attachments: Executive Summary -ONS Infrastructure Improvements (18-0312) Item Detail -ONS Site Infrastructure Imp (18-0312) Prosect Budget-ONSWTP Site Improvements.As Location Map-ONSWTP Site Improvements.pdf Presentation -ONSWTP Site Improvements.pptx Contract-ONSWTP Site Improvements 6. 18-0346 Purchase of a Kubota Farm Tractor for Beach Operations Motion authorizing the purchase of a Kubota farm tractor from Ewald Kubota, of Corpus Christi, Texas, via BuyBoard for the total amount not to exceed $74,960.90. Attachments: Agenda Memo- Kubota Tractor Price Sheet- Kubota Tractor 7. 18-0387 Purchase of Seven (7) Utility Terrain Vehicles for Parks and Recreation Motion authorizing the purchase of four Kubota RTV-X9000-A utility terrain vehicles and three Kubota RTV-X900H-W for$118,263 from Ewald Kubota, of Corpus Christi, Texas. Attachments: Agenda Memo- Utility Terrain Vehicles for Parks and Recreation Bid Tabulation - Utility Terrain Vehicles for Parks and Recreation 8. 18-0322 Five-Year Service Agreement for magazine and newspaper subscriptions for the City Libraries Motion authorizing a five-year service agreement for magazine and newspaper subscriptions with W.T. Cox Information Services, from Shallotte, North Carolina, via BuyBoard for a total amount not to exceed $70,000. Attachments: Agenda Memo-Magazine and Newspaper Subscriptions for Libraries.docx Memo Library Magazine and Newspaper Subscriptions Price Sheet- Magazine and Newspaper Subscriptions for Libraries Service Agreement 1569- Magazine and Newspaper Subscriptions.pdf City of Corpus Christi Page 4 Printed on 4/16/2018 City Council Meeting Agenda-Final April 17,2018 9. 18-0386 Service Agreement for two years for automatic door services and repairs at the Corpus Christi International Airport Motion authorizing a two-year service agreement with Door Direct of Corpus Christi, Texas to provide Automatic Door services and repairs for Corpus Christi International Airport (CCIA) for a total amount not to exceed $95,160, with two one-year options allowing a total potential multi-year not to exceed amount of$190,320. Attachments: Agenda Memo-Inspection, Preventive Maintenance and Repairs for Automatic Bid Tabulation- Inspection, Preventive Maint and Repairs Auto Sliding Doors Service Agreement- Inspection,Preventive Maint and Repairs Auto Sliding Door: 10. 18-0278 Resolution approving the revisions to the Type A Guidelines adopted in 2018 Resolution Approving Corpus Christi Business and Job Development Corporation Amended Guidelines and Criteria for Granting Business Incentives. Attachments: Agenda Memo-Guidelines Resolution -Type A Guidelines 11. 18-0279 Resolution adopting the City's Guidelines and Criteria for Granting Tax Abatements Attachments: Agenda Memo-Tax Abatement Policy Resolution -Tax Abatement Policy 12. 18-0397 Second Reading Ordinance -Accepting and appropriating State funds for training and equipment for the Police Department (1st Reading 3/27/18) Ordinance accepting $26,475.49 from State of Texas - Law Enforcement Officer Standards and Education Account; and appropriating $26,475.49 in Police Grants Fund. Attachments: Agenda Item - LEOSE approp 04.10.2018 Ordinance leose 04.10.2018 Award letter 2018 13. 18-0325 Second Reading Ordinance - Five Year Lease for Property near Allison Wastewater Treatment Plant for operation of public archery range (1st Reading 3/27/18) Ordinance authorizing execution of a five-year lease agreement with Tejas Bowmen Archery Club for use of the property near Allison Wastewater Treatment Plant off McKenzie Road to maintain and operate a public City of Corpus Christi Page 5 Printed on 4/16/2018 City Council Meeting Agenda-Final April 17,2018 archery range. Attachments: Agenda Memo-Telas Bowmen Archery Club Ordinance for Telas Bowmen Archery Club Teias Bowman Lease 03-01-2018 L. RECESS FOR LUNCH The City Council will take a lunch break at approximately 1:30 p.m. M. PUBLIC HEARINGS: (ITEMS 14 - 15) 14. 18-0443 Public Hearing and First Reading Ordinance - Rezoning property located at or near 718 South Navigation Boulevard (3/4 Vote Required) Case No. 1117-01 GMG Partners, LP.: Ordinance extending a Special Permit for an additional 36 months (3 years) for property at or near 718 South Navigation Boulevard. Planning Commission and Staff Recommendation (February 21, 2018): Approval of the extension of the Special Permit for an additional 36 months (3 years). Ordinance: Case No. 1117-01 GMG Partners, LP: Ordinance amending Zoning Ordinance 030511 on a property at or near 718 South Navigation Boulevard by adding a 36-month time extension to the special permit time limit initially approved. Attachments: Agenda Memo 1117-01 GMG Partners, LP Ordinance 1117-01 GMG Partners, LP.with Exhibits Presentation 1117-01 GMG Partners, LP. Zoning Report 1117-01 GMG Partners, LP. with Abbr. Exhibits 15. 18-0455 Public Hearing and First Reading - Tax Increment Reinvestment Zone #3 Traffic and Planning Analysis Ordinance adopting the "Tax Increment Reinvestment Zone #3 Traffic and Planning Analysis" specific plan; and amending the Comprehensive Plan. Attachments: Agenda Memo-Traffic and Planning Analysis Ordinance-Traffic and Planning Analysis Exhibit A-TIRZ#3 Traffic and Planning Analysis April 2018 Exhibit B -TIRZ#3 Traffic and Planning Analysis April 2018 APPENDIX Presentation -Traffic and Planning Analysis N. REGULAR AGENDA: (ITEMS 16 - 17) City of Corpus Christi Page 6 Printed on 4/16/2018 City Council Meeting Agenda-Final April 17,2018 The following items are motions, resolutions and ordinances that will be considered and voted on individually. 16. 18-0394 Resolution Adopting City of Corpus Christi Annexation Guidelines Attachments: Agenda Memo-Annexation Guidelines Resolution -Adopting Annexation Guidelines Exhibit A-Corpus Christi Annexation Guidelines Exhibit B -Draft Voluntary Annexation Application Presentation - Proposed Annexation Guidelines 17. 18-0198 Professional Services Contracts and Amendments - Construction Inspection Staff Support (Capital Improvement Program and Bond Projects) Motion authorizing multiple amendments, and award new contracts for Representative Services totaling $2,086,400 with optional renewals approved by City Council for providing Construction Inspection Staff Support for Engineering Services. 1. Award (NEW) contract to AGICM - 6 Inspectors at $1,060,800 2. Award contract amendments to Freese and Nichols - 2 Inspectors at $318,400 3. Award (NEW) contract to Heneco - 4 Inspectors at$707,200 Attachments: Executive Summary -Construction Inspection Rev. 3 Item Detail -Construction Inspection Contracts Rev. 3 Informal Staff Report-TXDOT construction Inspection Exhibit 1 -Construction Inspection Presentation -Construction Inspection REV. Location Map-Construction Inspection Staff Augmentation COF-Construction Inspection Contract-Constr Insp Freese Nichols David Marotta Contract-Constr Insp Freese Nichols Harley Hampton Contract-Constr Insp AGCM Robert Munoz Contract-Constr Insp AGCM Russell Soike Contract-Constr Insp AGCM Manuel Hernandez Contract-Constr Insp AGCM Bobby Barker Contract-Constr Insp AGCM Marcus Garcia Contract-Constr Insp AGCM George De La Cerda Contract-Constr Insp Heneco Jordan Dartest Contract-Constr Insp Heneco John Hinoiosa Contract Constr Insp Heneco Louis Estopinal Contract Constr Insp Heneco Julian Pineda City of Corpus Christi Page 7 Printed on 4/16/2018 City Council Meeting Agenda-Final April 17,2018 O. FIRST READING ORDINANCES: (ITEMS 18 -21) 18. 18-0439 First Reading Ordinance -Accepting and appropriating the Click It or Ticket Grant Ordinance accepting $17,989.64 from State of Texas, Department of Transportation for FY2018 Click It or Ticket program grant; and appropriating $17,989.64 in Police Grants Fund. Attachments: Agenda memo accept CIOT 04.10.2018 Ordinance -Click it or Ticket 2018 19. 18-0447 First Reading Ordinance -Accepting and appropriating State Grant funds for the 2017 Operation Stonegarden Grant Program Ordinance accepting $336,443 from State of Texas Governor's Homeland Security Grants Division for funding eligible under FY2017 Department of Homeland Security Grant Program - Operation Stonegarden; and appropriating $336,443 in Police Grants Fund. Attachments: Agenda memo accept Operation Stonegarden 04.17.2018 Ordinance -Operation Stonegarden -2018 Award document 20. 18-0403 First Reading Ordinance - Type A Grant for Jimenez Engineering Solutions, LLC dba International Consulting Engineers ("ICE) Ordinance approving a Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation and Jimenez Engineering Solutions, LLC, dba International Consulting Engineers, to provide a grant of up to $125,000, for the creation of jobs; appropriating said funds from the Business/Job Development Fund; and amending the budget. Attachments: Agenda Memo- ICE.docx Ordinance - ICE.docx ICE Agreement 21. 18-0175 First Reading Ordinance - Lease Agreement for Regional Sports Complex (Requires 28 day delay) Ordinance authorizing execution of 40-year Lease Agreement with SQH Sports and Entertainment, Inc. of approximately 203 acres located near State Highway 286 @ FM 43 for a Regional Sports Complex and other improvements with up to four 5-year extensions; and cancelling the existing lease. City of Corpus Christi Paye 8 Printed on 4/16/2018 City Council Meeting Agenda-Final April 17,2018 Attachments: Agenda Memo-SQH Ground Lease 2018- revised - LA Ordinance -SQH Amendment 04-17-2018 v2 City clean draft SQH Updated Lease 2018 4-11-2018 SQH Site Plan Exhibit P. FUTURE AGENDA ITEMS: (ITEMS 22 - 27) The following items are for Council's informational purposes only. No action will be taken and no public comment will be solicited. 22. 18-0435 Professional Service Management Agreement for the Corpus Christi Museum of Science and History Resolution to execute a five-month agreement with CCMJV, LLC of Corpus Christi, Texas to operate and manage the Corpus Christi Museum of Science and History Attachments: Agenda Memo- Museum Agreement Resolution -Museum Agreement Professional Service Management Agreement Presentation - Museum Agreement 23. 18-0320 Supply Agreement for two years for the purchase of liquid caustic soda solution for the O.N. Stevens Water Treatment Plant Motion authorizing a two year supply agreement with Univar USA, Inc., of Kent, Washington for the purchase of liquid caustic soda solution for a total amount not to exceed $7,513,545.00. Attachments: Agenda Memo-Liquid Caustic Soda Solution Bid Tabulation -Liquid Caustic Soda Solution Supply Agreement- Liquid Caustic Soda Solution. 24. 18-0482 Resolution granting petition requesting annexation by area landowners of approximately 13.72 acres of land into the territorial limits of the City of Corpus Christi. Attachments: Agenda Memo-Annexation Petition Resolution -Annexation Petition Annexation Petition -Filed 4-11-18 Presentation - London Area Annexation Petition DM edits 4.12.18 25. 18-0380 Consulting Services for RESTORE Act Project Development and Grant Application Preparation and Submittal Motion authorizing contract with Sarosdy Consulting, Inc., of Austin, Texas, for one year for grant proposal development, submittal and advisor services associated with the RESTORE Act for$49,595 with options to City of Corpus Christi Page 9 Printed on 4/16/2018 City Council Meeting Agenda-Final April 17,2018 extend for up to two additional one-year periods with a total potential multi-year amount not-to-exceed $148,785. Attachments: Agenda Memo- RESTORE Act Agreement- Environmental Consulting FY18 with option to extend Presentation -RESTORE Consultant Contract 26. 18-0419 Interlocal Agreement for soil analysis Resolution authorizing the City Manager or designee to execute an Interlocal Agreement with Texas A&M Agrilife Extension Service in an amount not to exceed $2,400 for the implementation of a soil testing program. Attachments: Agenda Memo-Texas Agrilife Soil Sampling Agreement 2018 sbl 3-27-2018 Resolution for Agrilife FY18-19 Interlocal Interlocal Agreement-AGLF Edits saved Pesticide Discharge Management Plan 2016 27. 18-0477 Renewal of Property Insurance for City-owned property Motion authorizing the City Manager to execute all documents necessary to renew property insurance, including All Risk, Flood, Named Storm, Wind/Hail, Earthquake, and Equipment Breakdown insurance through Carlisle Insurance Agency, Broker of Record, for upcoming policy year (May 5th, 2018-May 5th 2019) in exchange $2,110,480.05, of which $861,538.43 is required for the remainder of FY 2017-2018. Attachments: Agenda Memo-2018-2019 Property Insurance Renewal Proposal Q. BRIEFINGS: (NONE) Briefing information will be provided to the City Council during the Council meeting. Briefings are for Council information only. Council may give direction to the City Manager, but no other action will be taken and no public comment will be solicited. R. EXECUTIVE SESSION: (ITEMS 28 - 30) 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. 28. 18-0431 Executive Session pursuant to Section Texas Government Code § City of Corpus Christi Page 10 Printed on 4/16/2018 City Council Meeting Agenda-Final April 17,2018 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to annexation, the provision of water and wastewater services in newly annexed and unincorporated areas, the development of properties owned by the City, contractual obligations pursuant to the lease of property to SQH Sports & Entertainment, Inc. near the intersection of State Highway 286 and Weber Road, the City's wastewater-related trust funds, and the City's master plan for the provision of wastewater in the aforementioned area and areas adjacent thereto and pursuant to Texas Government Code § 551.072 to discuss and deliberate the lease and value of the aforementioned real property owned by the City when deliberation in open meeting would have a detrimental effect on the position of the governmental body in negotiations with a third person. 29. 18-0454 Executive Session pursuant to Texas Government Code § 551.071 and Texas Disciplinary Rules of Professional Conduct Rule 1.05 to consult with attorneys concerning legal issues related to annexation, the provision of water and wastewater services in unincorporated areas, Sections 55-110 and 55-111 of the City Code, contractual obligations related to the provision of water in the City's extraterritorial jurisdiction, the International Building Code, International Fire Code, International Plumbing Code, National Electrical Code, and other development related codes, platting and other development obligations in the extraterritorial jurisdiction, development-related fees, legal issues related to development by the London Independent School District, Chapter 552 and Chapter 212 of the Texas Local Government Code, regulations of the Texas Commission of Environmental Quality and Texas Public Utilities Commission, related to the provision of water, and other state and local legal matters related to the aforementioned issues. 30. 18-0430 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 appointment of City Council representative for District 1 and pursuant to Texas Government Code § 551.074 (Personnel Matters) to deliberate the appointment, employment, and duties of the City Council representative for District 1. S. 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. T. ADJOURNMENT City of Corpus Christi Page 11 Printed on 4/16/2018 Cit`' of Corpus Christi 1201 Leopard Street City Corpus Christi,TX 78401 i I cctexas.com �xa Meeting Minutes City Council Tuesday,April 10,2018 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 Joe McComb called the meeting to order at 11:32 a.m. B. Invocation to be given by Deacon Michael Mantz, Diocese of Corpus Christi. Deacon Michael Mantz gave the invocation. C. Pledge of Allegiance to the Flag of the United States to be led by Valerie Gray, Executive Director of Public Works. Executive Director of Public Works Valerie Gray led the Pledge of Allegiance. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. City Secretary Rebecca L. Huerta called the roll and verified that a quorum of the City Council and the required Charter Officers were present to conduct the meeting. Charter Officers: City Manager Margie C. Rose, City Attorney Miles K. Risley and City Secretary Rebecca L. Huerta. City of Corpus Christi Page 1 Printed on 4/13/2018 City Council Meeting Minutes April 10,2018 Present: 8- 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, and Council Member Greg Smith E. Proclamations /Commendations 1. Proclamation declaring April 2018, "Safe Digging Month". Proclamation declaring April 9-14, 2018, "National Crime Victims' Rights Week". Proclamation declaring April 9-15, 2018, "National Animal Care and Control Appreciation Week". Proclamation declaring April 9-15, 2018, "National Public Safety Telecommunicators Week". Recognition of"Mario Gomez". Swearing-In Ceremony for Newly Appointed Board, Commission, Committee and Corporation Members. Mayor McComb presented the proclamations, recognized Mario Gomez, and conducted the swearing-in ceremony for newly appointed board and committee members. 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. Patricia Polastri, 1605 Ocean Drive, presented a petition recommending a revision to the present landscaping on Ocean Drive and spoke regarding how loss of the ocean view will decrease property values and the required maintenance.Wendy Herman, Executive Officer of the Coastal Bend Homebuilders Association, 5325 Yorktown, and Trey Summers,401 Santa Monica,spoke in opposition to Item 19, a resolution adopting the City of Corpus Christi Annexation Guidelines. Lisa Orsborn Hernandez, 5826 Llano Drive, spoke regarding the potential budget cuts to the library system. Carol Rehtmeyer, 3304 Floyd Street, on behalf of the Corpus Christi Museum Association,spoke regarding Agenda Item 31, an executive session related to the City's professional service management agreement for the Corpus Christi Museum of Science and History, and expressed the Association's vision and desire to better the community by making the Corpus Christi Museum of City of Corpus Christi Page 2 Printed on 4/13/2018 City Council Meeting Minutes April 10,2018 Science and History a world class destination. Ms. Rehtmeyer spoke regarding: the current management of the Museum;the City's consideration to renew the agreement; her performance as manager of the Museum from November 2012 to April 2016; and her request for the City to entertain a proposal for the Corpus Christi Museum Association to manage the Museum. Kendra Kinnison, Port Royal Ocean Resort, 631 State Highway 361,expressed appreciation to the Police, Fire, Health and Development Services departments for their assistance to Port Royal and Mustang Island after the damage resulting from Hurricane Harvey. Isabel Araiza, 326 Poenisch,spoke regarding the potential budget cuts to City services and the need for the City to stop providing tax incentives. Toby Shore, 4102 Ocean Drive, Kim Hammer, 5410 Ocean Drive, and Sam Susser, 3835 Ocean Drive,spoke in support of comments made by Carol Rehtmeyer regarding the Corpus Christi Museum of Science and History.Julie Rogers, 710 Furman Ave.,spoke regarding potential budget cuts to the libraries and the impact libraries have on the community. Sylvia Campos, 4410 Fern,spoke regarding potential budget cuts to the Library and Parks and Recreation Departments and requested consideration for the City to reach out to entities in the City's industrial districts to pay their share of taxes. Rebecca Gardner,222 Jackson Place and on behalf of the Ocean Drive Garden Club,spoke in support of the Ocean Drive landscaping project, as it exists; expressed concern regarding the maintenance of the Ocean Drive landscaping project; and recommended the appointment of a committee to review future landscaping proposals and concepts before implementation. Christina Balus, 6300 Ocean Drive, encouraged the City Council to include industrial districts in the City's limits in order that entities in industrial districts willl pay their share of property taxes to help support the City. Rudy Medina, 5413 Cain Drive, spoke regarding issues with high grass and junk on an adjacent property. Q. BRIEFINGS: (ITEM 29) 29. Texas State Aquarium Update by Tom Schmid, President and CEO Mayor McComb deviated from the agenda and referred to Item 29. Tom Schmid, President&CEO of the Texas State Aquarium,stated that the purpose of this item is to provide an update on the Texas State Aquarium. Mr. Schmid presented information on the following topics:the record attendance last summer;the impact on attendance related to Hurricane Harvey;the upcoming announcement of the Wildlife Care Conservation and Research Fund allocation for 2018 for researchers and scientists working on saving species in the Gulf of Mexico and the western Caribbean from becoming extinct; the impact Hurricane Harvey and the recent snow event had on sea turtles and other seawater animals; the focus on the upcoming spring/summer season; that event business, food and beverage, membership and group sales continue to perform well at the Aquarium;that the tourism economy in the region is rebounding after Hurricane Harvey; and the new National Geographic Photo Display on sharks coming to the Aquarium next month. F. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: Mayor McComb referred to City Manager's Comments. City Manager Margie C. Rose reported on the following topics: a. FISCAL 2017-2018 BUDGET UPDATE City of Corpus Christi Page 3 Printed on 4/13/2018 City Council Meeting Minutes April 10,2018 City Manager Rose asked Director of Management and Budget Eddie Houlihan to provide a brief update on the Fiscal Year 2018 Budget. Mr. Houlihan presented the following information for the five months ending February 28, 2018: general fund revenues related to sales taxes, other taxes, and public safety services; highlighted expenditures related to Solid Waste Services and operating transfers out; and a summary of the revenues and expenditures for the General, Enterprise, Internal Service, Debt Service, and Special Revenue Funds. Council members and staff discussed the following topics:trends regarding sales tax;spending of unanticipated revenues; the need to set aside accrued revenue generated by property and sales tax to offset revenues for next fiscal year; requiring City Council authorization to release any accrued funds to fund shortfalls in other areas of the budget; and information related to the plan presented by the Parks and Recreation Advisory Committee regarding their desire to have the Parks and Recreation Departmen tbecome self-sufficient and not in the General Fund. b. OTHER 1) City Manager Rose provided a recap of the items that City Council approved in the month of March related to the City Council's goals: Streets -a resolution for the notice of intention to issue certificates of obligation for streets and facility improvements; and Economic Development-9 critical areas approved to assist Economic Development including: adoption of the Downtown Area Development,the North Beach Redevelopment Initiative, and the five-year service agreement for business development services at the Corpus Christi International Airport. 2)City Manager Rose provided an update on the Frost Bank lock box breach. Frost Bank has identified 868 customers who were affected by the recent breach of the City of Corpus Christi's lock box site. Frost Bank plans to send letters to the affected customers explaining what occurred and offer: one year of identity theft protection and payment of any remediation services resulting from the breach. 3) City Manager Rose referred to public comments made by Kendra Kinnison, General Manager of Port Royal and recognized Development Services Department employees for the tremendous amount of work they have done, above the call of duty,working with businesses to get their buildings repaired as a result of Hurricane Harvey. 4) City Manager Rose recognized Solid Waste Foreman Johnny Garcia for receiving national recognition from Lytx's Drive Cam Program naming him"1st place Coach of the Year". G. MINUTES: 2. Regular Meeting of March 27, 2018 and Workshop Session of March 22, 2018. Mayor McComb referred to approval of the minutes. Council Member Garza made a motion to approve the minutes,seconded by Council Member Lindsey-Opel and passed unanimously(Council Member Hunter-absent). H. BOARD &COMMITTEE APPOINTMENTS: 3. Airport Board City of Corpus Christi Page 4 Printed on 4/13/2018 City Council Meeting Minutes April 10,2018 Arts and Cultural Commission Board of Adjustment Corpus Christi Downtown Management District Tree Advisory Committee Water Resources Advisory Committee Mayor McComb referred to board and committee appointments. The following appointments were made: Airport Board Council Member Lindsey-Opel made a motion to reappoint Curtis Clark,Joseph Wise, and Paul A. Cameron,Jr.,seconded by Council Member Garza and passed unanimously(Council Member Hunter-absent). Arts &Cultural Commission Mayor McComb made a motion to appoint Mayra V.Zamora(Public Art/Public Space),seconded by Council Member Guajardo and passed unanimously (Council Member Hunter-absent). Board of Adjustment Council Member Garza made a motion to reappoint Shawn Karaca(Regular Member), Burris McRee(Regular Member), Tim Voorkamp(Regular Member), and David Lee Walker, changing him from an Alternate Member to Regular Member,seconded by Council Member Lindsey-Opel and passed unanimously (Council Member Hunter-absent). Council Member Smith made a motion to appoint Michael C.York(Regular Member)and Robert Bryan Johnson (Alternate Member), seconded by Council Member Lindsey-Opel and passed unanimously(Council Member Hunter- absent). Corpus Christi Downtown Management District Council Member Garza made a motion to appoint Brent Bottom (Agent, Employee or Tenant) and Caitlin Shook(Agent, Employee or Tenant), seconded by Council Member Lindsey-Opel and passed unanimously(Council Member Hunter-absent). Tree Advisory Committee Council members and City Secretary Rebecca L. Huerta discussed a needs assessment of boards and commission that will be conducted by Texas A&M - Corpus Christi, Public Administration Capstone Class,to improve the board and committee process. Mayor McComb made a motion to table the appointments to the Tree Advisory City of Corpus Christi Page 5 Printed on 4/13/2018 City Council Meeting Minutes April 10,2018 Committee, seconded by Council Member Lindsey-Opel and passed unanimously(Council Member Hunter-absent). Water Resources Advisory Committee Mayor McComb made a motion to reappoint Phil Hale, Sr. (Apartment Owner or Owner's Representative), Leah Tiner(Citizen At-Large), and Sally Gill (Landscaping)and postpone the remaining appointments,seconded by Council Member Garza and passed unanimously(Council Member Hunter-absent). R. EXECUTIVE SESSION: (ITEMS 31 - 32) Mayor McComb deviated from the agenda and referred to Executive Session Items 31 and 32. The Council went into executive session at 1:34 p.m. The Council returned from executive session at 3:46 p.m. 31. 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 City's professional service management agreement for the Corpus Christi Museum of Science and History and potential claims related to repairs to said museum. This E-Session Item was discussed in executive session. 32. 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, including potential grants for desalination facilities, 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. City of Corpus Christi Page 6 Printed on 4/13/2018 City Council Meeting Minutes April 10,2018 L. RECESS FOR LUNCH The recess for lunch was held during Executive Session Items 31 and 32. I. EXPLANATION OF COUNCIL ACTION: K. CONSENT AGENDA: (ITEMS 4 - 12) Approval of the Consent Agenda Mayor McComb referred to the Consent Agenda. There were no comments from the public. A council member requested that Item 6 be pulled for individual consideration. A motion was made by Council Member Garza, seconded by Council Member Rubio, to approve the Consent Agenda. The consent agenda items were passed and approved by one vote as follows: Aye: 7- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Lindsey-Opel, Council Member Molina, Council Member Rubio and Council Member Smith Absent: 1 - Council Member Hunter Abstained: 0 4. Supply Agreement for 24 months for police uniforms Motion authorizing a 24 month supply agreement for police uniforms and accessories with Galls, LLC, from Lexington, Texas via BuyBoard for a total amount not to exceed $241,294.48. This Motion was passed on the consent agenda. Enactment No: M2018-046 5. Resolution authorizing outside city limits water contracts with property owners in the Nottingham Acres Unit 2 Subdivision This Resolution was passed on the consent agenda. Enactment No: 031407 7. Construction Change Order No. 7 for the O. N. Stevens Water Treatment Plant High Service Building No. 3 Project for correction of soil and drainage issues at the project site (Capital Improvement Program) Motion authorizing Construction Change Order No. 7 with PLW Cadagua Partners of The Woodlands, Texas in the amount of$182,629.43 for the City of Corpus Christi Page 7 Printed on 4/13/2018 City Council Meeting Minutes April 10,2018 O.N. Stevens Water Treatment Plant High Service Building No. 3. (Capital Improvement Program - CIP) This Motion was passed on the consent agenda. Enactment No: M2018-047 8. Construction Contract for Citywide Lift station Repairs 2017-2018 (Capital Improvement Program) Motion authorizing a construction contract with Associated Construction Partners Ltd., of Boerne, Texas in the amount of$1,496,000 for Citywide Lift Station Repairs 2017-2018 for the total base bid. (Capital Improvement Program - CIP) This Motion was passed on the consent agenda. Enactment No: M2018-048 9. Professional Services Contract - Citywide Lift Station Repairs 2018-2019 Motion authorizing a professional services contract with Urban Engineering of Corpus Christi, Texas in the amount of$385,650 for Citywide Lift Station Repairs 2018-2019 for design, bid, and construction phase services. (Capital Improvement Program - CIP) This Motion was passed on the consent agenda. Enactment No: M2018-049 10. Construction Contract for Downtown Street Traffic Signals and Area Improvements (Bond 2014, Proposition 2) Motion authorizing the City Manager, or designee, to execute a construction contract with Siemens Industry, Inc., of Austin, Texas in the amount of$2,989,286 for Downtown Street Traffic Signals and Area Improvements. (Bond 2014, Proposition 2) This Motion was passed on the consent agenda. Enactment No: M2018-050 11. Approval of a one-year software licensing and support agreement for LANDesk Motion authorizing the City Manager, or designee, to execute a one-year software licensing and support agreement with SHI Government Solutions, Inc., of Austin, for LANDesk software in the amount of $80,602.20 pursuant to the cooperative purchasing contract with the Texas Department of Information Resources with an option to renew for City of Corpus Christi Page 8 Printed on 4/13/2018 City Council Meeting Minutes April 10,2018 up to two additional years for a multiyear amount not to exceed $241,806.60 subject to annual appropriations. This Motion was passed on the consent agenda. Enactment No: M2018-051 12. Reimbursement Resolution for Solid Waste Certificates of Obligation Resolution relating to establishing the City's intention to reimburse itself for the prior lawful expenditure of funds from the proceeds one or more series of taxable obligations to be issued by the City in an aggregate amount not to exceed $7,500,000 for authorized purposes relating to constructing various City improvements; authorizing matters incident and related thereto; and providing an effective date. This Resolution was passed on the consent agenda. Enactment No: 031408 6. Professional Services Contracts and Amendments - Construction Inspection Staff Support (Capital Improvement Program and Bond Projects) Motion authorizing multiple amendments, and award new contracts for Representative Services totaling $2,086,400 with optional renewals approved by City Council for providing Construction Inspection Staff Support for Engineering Services. 1. Award (NEW) contract to AGICM - 6 Inspectors at $1,060,800 2. Award contract amendments to Freese and Nichols - 2 Inspectors at $318,400 3. Award (NEW) contract to Heneco - 4 Inspectors at$707,200 Mayor McComb referred to Item 6, professional services contract and amendments for construction inspection staff support. Director of Engineering Services Jeff Edmonds and council members discussed the following topics: appreciation to Engineering Services staff for their presentation to the Flour Bluff Citizens Council;the request to fund 12 existing inspectors and add three new inspectors; the average cost for the augmented construction inspectors; the national average price for a construction inspector;the salary range for internal construction inspectors;the current construction activity trends;the forecast of future bond and capital improvement projects;the option to renew the professional services contracts administratively;the lack of support for hiring three additional inspectors; bringing back the contract for City Council to renew; placing an emphasis on hiring in-house inspector positions at restructured salary rates;the ability to release construction inspectors when necessary versus increasing the number of in-house positions;the number of inspectors needed for the average workload of projects; the status of the hiring process to fill vacant construction inspector positions;the work being done to City of Corpus Christi Page 9 Printed on 4/13/2018 City Council Meeting Minutes April 10,2018 proactively provide project management in-field training and experience to construction inspectors; hiring candidates currently in training to fill vacant positions;the pay range for in-house inspectors;the active bond and capital improvement project list excluding new development projects; and reducing the number of contracts from 15 to 12. Council Member Smith made a motion amend the motion by reducing the positions from 15 to 12 and requiring any contract extensions come before City Council for approval,seconded by Council Member Guajardo and passed unanimously. Council Member Lindsey-Opel made a motion to table Item 6, seconded by Council Member Guajardo. This motion to table was passed and approved with the following vote: Aye: 7- Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina and Council Member Rubio Nay: 1 - Council Member Smith Abstained: 0 M. PUBLIC HEARINGS: (NONE) N. REGULAR AGENDA: (ITEMS 13 - 17) 13. One-Reading Action -Construction Contract for the Cefe Valenzuela Landfill Sector 3C Cell Development Motion authorizing the City Manager, or designee, to execute a construction contract with FCS Construction, LP of Dallas, Texas in the amount of$5,273,159.46 for the Cefe F. Valenzuela Landfill Sector 3C Cell Development. Mayor McComb referred to Item 13. Director of Solid Waste Services Lawrence Mikolajczyk stated that the purpose of this item is to award a construction contract for the Cefe F.Valenzuela Landfill Sector 3C Cell Development. Mr. Mikolajczyk presented:the project's location;scope of work; liner system cross-section; and the construction schedule. There were no comments from the public. Council members and staff discussed the following topics:the determination as to whether this project qualifies as a capital expense;the planning timeline for Cell 8; the year the Cefe G.Valenzuela Landfill was opened; and the length of time to fill a cell. Council Member Lindsey-Opel made a motion to approve the motion, seconded by Council Member Smith. This Motion was passed 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 Smith City of Corpus Christi Page 10 Printed on 4/13/2018 City Council Meeting Minutes April 10,2018 Abstained: 0 Enactment No: M2018-052 14. One-Reading Action - Purchase of Laboratory Information Management System (LIMS) with a five-year maintenance agreement for the Health Department Motion authorizing the purchase of a Laboratory Information Management System (LIMS) and a five-year maintenance agreement from Aspyra, LLC, for a total amount not to exceed $212,167.49. Mayor McComb referred to Item 14. Director of Public Health Annette Rodriguez stated that the purpose of this item is to approve the purchase of a Laboratory Information Management System. Nueces County is providing grant funding for the purchase to address the Zika virus. There were no comments from the Council or the public. Council Member Molina made a motion to approve the motion,seconded by Council Member Hunter. This Motion was passed 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 Smith Abstained: 0 Enactment No: M2018-053 15. One-Reading Action - Resolution approving a Chapter 380 Economic Development Agreement for the Redevelopment of the Old Nueces County Courthouse Resolution approving a Chapter 380 Economic Development Incentive Agreement with Nueces County Courthouse Development Partners, L.L.C. for certain economic development grants amounting to $11,908.58 related to the redevelopment of the Old Nueces County Courthouse. Mayor McComb referred to Item 15.Assistant City Manager Keith Selman stated that the purpose of this item is to enter into a Chapter 380 Agreement with Nueces County Courhouse Development Partners, LLC to clear all liens on the property in the amount of$11,908.58. In response to a council member, Mr. Selman stated that there is no money being invested in the project,the agreement is only to forgive the liens. There were no comments from the public. Council Member Lindsey-Opel made a motion to approve the resolution, seconded by Council Member Rubio. This Resolution was passed and approved with the following vote: City of Corpus Christi Page 11 Printed on 4/13/2018 City Council Meeting Minutes April 10,2018 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 Smith Abstained: 0 Enactment No: 031409 16. Second Reading Ordinance - Sale of 3 Park Properties (1st Reading 3/27/18) Ordinance approving the sale of following 3 properties: a) Congress Park (4017 Capitol) to Southern Builder Co. LLC for$180,000; b) Creekway Park (7306 Prairie) to Southern Builder Co. LLC for $75,000; and c) Violet Park (4301 Violet) to Isaac Camacho and Janet L. Camacho for $115,000. Mayor McComb referred to Item 16. Director of Parks and Recreation Jay Ellington stated that the purpose of this item is to approve the sale of the following park properties: Congress Park(4017 Capitol), Creekway Park(7306 Prairie) and Violet Park(4301 Violet). Mr. Ellington requested an amendment to the ordinance to reflect the sale amount of Violet Park$127,000, instead of $115,000. There were no comments from the public. Council Member Molina made a motion to amend the sale amount of Violet Park from$115,000 to$127,000,seconded by Council Member Rubio and passed unanimously. Council Member Molina made a motion to approve the ordinance as amended, seconded by Council Member Rubio. This Ordinance was passed on second reading as amended 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 Smith Abstained: 0 Enactment No: 031410 17. Second Reading Ordinance -Approving Parks and Recreation Fee changes at or below 25% Ordinance authorizing Parks and Recreation fee adjustments. Mayor McComb referred to Item 17. Director of Parks and Recreation Jay Ellington stated that the purpose of this item is to approve the Parks and Recreation Fee changes at or below 25%. There were no comments from the public. Council members and staff discussed the following topics: Parks and Recreation's management of over 300 fees; an update on the Alexander Park equipment; and recovering the full cost of services for the Greenwood Softball Complex. City of Corpus Christi Page 12 Printed on 4/13/2018 City Council Meeting Minutes April 10,2018 Council Member Guajardo made a motion to increase the fees for the Greenwood Softball Complex from $125 to$200,seconded by Council Member Smith and passed unanimously. Council Member Lindsey-Opel made a motion to approve the ordinance as amended,seconded by Council Member Guajardo. This Ordinance was passed on second reading as amended 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 Smith Abstained: 0 Enactment No: 031411 O. FIRST READING ORDINANCES: (ITEM 18) 18. First Reading Ordinance -Accepting and appropriating State funds for training and equipment for the Police Department Ordinance accepting $26,475.49 from State of Texas - Law Enforcement Officer Standards and Education Account; and appropriating $26,475.49 in Police Grants Fund. Mayor McComb referred to Item 18. Police Chief Mike Markle stated that the purpose of this item is to accept$26,475.49 from the State of Texas Law Enforcement Officer Standards and Education account for training of police personnel and equipment. There were no comments from the Council or the public. Council Member Hunter made a motion to approve the ordinance, seconded by Council Member Rubio. This Ordinance was passed on first reading and approved with the following vote: Aye: 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 Smith Abstained: 0 P. FUTURE AGENDA ITEMS: (ITEMS 19 - 28) Mayor McComb referred to Future Agenda Items. City Manager Margie C. Rose stated that staff had planned presentations on Items 19 and 21. Council members requested information on Items 25 and 27. 19. Resolution Adopting City of Corpus Christi Annexation Guidelines This Resolution was recommended to regular agenda. 20. One-Year Service Agreement for Pump Repair and Replacement Services for Water Utilities City of Corpus Christi Page 13 Printed on 4/13/2018 City Council Meeting Minutes April 10,2018 Motion authorizing a one-year service agreement with Smith Pump Company of Waco, Texas, for Pump Repair and Replacement Services for a total amount not to exceed $244,460, with two one-year options for a total potential multi-year amount of up to $733,380. This Motion was recommended to the consent agenda. 21. Purchase of 42 trucks for the Utilities Department Motion authorizing the purchase of twenty-eight (28) 2018 F-150 trucks from Silsbee Ford of Silsbee, Texas; five (5) 2018 F-450 trucks from Grande Truck Center of San Antonio, Texas; eight (8) 2018 F-250 trucks, and one (1) 2018 F-350 truck from Rush Truck Center of New Braunfels, Texas via BuyBoard for a total amount of$1,441,898.04. This Motion was recommended to the consent agenda. 22. Master Services Agreement for O.N. Stevens Water Treatment Plan Site Infrastructure Improvements (Capital Improvement Program) Motion authorizing a Master Service Agreement (MSA) with Freese and Nichols, Inc., (FNI) of Corpus Christi, Texas in the amount of$300,000 for O.N. Stevens Water Treatment Plant (ONSWTP) Site Infrastructure Improvements for a base year and two (2) optional one-year administrative renewals allowing a total potential multi-year not to exceed amount of$900,000. (Capital Improvement Program - CIP) This Motion was recommended to the consent agenda. 23. Purchase of a Kubota Farm Tractor for Beach Operations Motion authorizing the purchase of a Kubota farm tractor from Ewald Kubota, of Corpus Christi, Texas, via BuyBoard for the total amount not to exceed $74,960.90. This Motion was recommended to the consent agenda. 24. Purchase of Seven (7) Utility Terrain Vehicles for Parks and Recreation Motion authorizing the purchase of four Kubota RTV-X9000-A utility terrain vehicles and three Kubota RTV-X900H-W for $118,263 from Ewald Kubota, of Corpus Christi, Texas. This Motion was recommended to the consent agenda. 25. Five-Year Service Agreement for magazine and newspaper subscriptions for the City Libraries City of Corpus Christi Page 14 Printed on 4/13/2018 City Council Meeting Minutes April 10,2018 Motion authorizing a five-year service agreement for magazine and newspaper subscriptions with W.T. Cox Information Services, from Shallotte, North Carolina, via BuyBoard for a total amount not to exceed $70,000. This Motion was recommended to the consent agenda. 26. Service Agreement for two years for automatic door services and repairs at the Corpus Christi International Airport Motion authorizing a two-year service agreement with Door Direct of Corpus Christi, Texas to provide Automatic Door services and repairs for Corpus Christi International Airport (CCIA) for a total amount not to exceed $95,160, with two one-year options allowing a total potential multi-year not to exceed amount of$190,320. This Motion was recommended to the consent agenda. 27. Resolution approving the revisions to the Type A Guidelines adopted in 2018 Resolution Approving Corpus Christi Business and Job Development Corporation Amended Guidelines and Criteria for Granting Business Incentives. This Resolution was recommended to the consent agenda. 28. Resolution adopting the City's Guidelines and Criteria for Granting Tax Abatements This Resolution was recommended to the consent agenda. Q. BRIEFINGS: (ITEMS 29 - 30) 30. Development Services, Funding for Developer Agreements Audit Report Mayor McComb referred to Item 30. Interim City Auditor Kimberly Houston stated that the purpose of this item is to provide a briefing regarding the Development Services,funding for developer agreements audit. Ms. Houston provided the audit objectives: are developer trust funds appropriated as directed by City Council and are developers reimbursed according to contracts. Ms. Houston presented the following information:the current status of the trust funds; the six recommended changes; and the conclusion that the developer trust funds are appropriated as directed by City Council and developers are being reimbursed in accordance with contracts. Improvements include: developing and documenting procedures for presentations to City Council, management over developer records, and contract compliance; perform biennial review of trust funds; strengthen Infor-Hansen system controls; and review the Unified Development Code(UDC)for better clarity and future City of Corpus Christi Page 15 Printed on 4/13/2018 City Council Meeting Minutes April 10,2018 sustainability.Auditor Lauren Campos and Director of Development Services Nina Nixon-Mendez were available to respond to questions. Council members and staff discussed the following topics:the action plan from Development Services'management regarding revising the UDC,with City Council direction during budget process;the review of best practices in other cities regarding the UDC; streamlining the language in the UDC; review of the UDC would be a collaborative process with the community;the timeline to review the UDC; the current balance of each trust fund; if the trust funds are solvent; current and future obligations of the trust funds; revisiting the wastewater lot and acreage fees; provisions within the UDC that provides for the option to transfer water and wastewater funds; and contingent liability relate to future development. MOTION OF DIRECTION Council Member Lindsey-Opel made a motion directing the City Manager to move forward with putting together the framework for updating and simplifying the UDC, utilizing third-party assistance,to budget in next year's budget, seconded by Council Member Garza and passed unanimously. R. EXECUTIVE SESSION: (ITEMS 33 - 34) Mayor McComb referred to the Executive Session Items 33 and 34. The Council went into executive session at 6:19 p.m. The Council returned from executive session at 8:03 p.m. 33. Executive session pursuant to Texas Government Code § 551.074 (Personnel Matters) to deliberate the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal of City Auditor. Mayor McComb referred to Item 33 and the following motion was considered: Motion to appoint Kimberly Houston as the Interim City Auditor at the base salary of$87,000 annually plus standard City benefits,effective immediately. The appointee is directed to become certified as a Certified Internal Auditor within one year of the current date. She shall automatically be considered the City Auditor at such time as she obtains her Certification as a Certified Internal Auditor.At the end of one year after appointment, City Council indicates its intent to increase said base annual salary by$8,000 if she obtains the aforesaid certification. Council Member Lindsey-Opel made a motion to approve the motion, seconded by Council Member Molina. This Motion was passed and approved with the following vote: Aye: 7- Mayor McComb, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Rubio and Council Member Smith Absent: 1 - Council Member Garza Abstained: 0 Enactment No: M2018-054 City of Corpus Christi Page 16 Printed on 4/13/2018 City Council Meeting Minutes April 10,2018 34. Executive session pursuant to Texas Government Code § 551.074 (Personnel Matters) to deliberate the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal of City Secretary. This E-Session Item was discussed in executive session. S. IDENTIFY COUNCIL FUTURE AGENDA ITEMS Mayor McComb referred to Identifying Future Agenda Items.A council member discussed items: a future presentation at the April 24,2018 Council meeting from the Texas A&M University-Corpus Christi MPA students regarding their findings related to homelessness issues; a discussion item regarding the creation of a three-member North Beach Infrastructure Task Force, inviting Jeff Blackard to discuss his concepts and ideas on how to be effective in developing North Beach; a memo or public presentation regarding combating cyber threats; an update on the Ocean Drive landscaping (via memo by City Manager); communication tools related to key messages regarding the budget process; and consideration of a council policy to reduce the time limit of public comment to 2 minutes, at the discretion of the Mayor. T. ADJOURNMENT The meeting was adjourned at 8:16 p.m. City of Corpus Christi Page 17 Printed on 4/13/2018 se o� � v AGENDA MEMORANDUM NOORP08 IEO Future Item for the City Council Meeting of April 10, 2018 1852 Action Item for the City Council Meeting April 17, 2018 DATE: April 10, 2018 TO: Margie C. Rose, City Manager FROM: Dan Grimsbo, Executive Director of Utilities DanG(a�cctexas.com (361) 826-1718 Kim Baker, Assistant Director of Financial Services — Purchasing Division KimB2(o-)-cctexas.com (361) 826-3169 Pump Repair and Replacement One-year Service Agreement for Wastewater and Storm Water, with Two One-year options and a Total Potential Multi-year Amount of Up to $733,380 CAPTION: Motion authorizing a one-year service agreement with Smith Pump Company of Waco, Texas, for Pump Repair and Replacement Services for a total amount not to exceed $244,460, with two one-year options for a total potential multi-year amount of up to $733,380. PURPOSE: This is a motion to approve a service agreement for pump repair and replacement services for Wastewater and Storm Water. BACKGROUND AND FINDINGS: The Wastewater Treatment Plants, lift stations, and pump stations rely heavily on its large inventory of pumps to collect and transport water to the treatment plants to be treated, and to prevent spills and overflows which cause damage to the environment and result in fines. Repair services, and the purchase of new equipment are critical to ensure optimum operating requirements and compliance with TCEQ regulations. The Purchasing Division conducted a competitive RFB process to obtain bids for a new contract. The City received one responsive, responsible bid and two non-responsive bids and is recommending award to Smith Pump Company. 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. DEPARTMENTALCLEARANCES: Utilities FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget $449,960.50 $631,521 .67 $1,081,482.17 Encumbered / Expended Amount $101,267.00 $101 ,267.00 This item $101,858.33 $631,521 .67 $733,380.00 BALANCE $246,835.17 $0.00 $246,835.17 Fund(s): Wastewater and Storm Water Fund Comments: The initial contract term total is $244,460, of which $101,858.33 will be funded in FY2017-18. The total estimated contract value will be $733,380 if all option years are executed. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Bid Tabulation SC 0 > SERVICE AGREEMENT NO. 1426 U Pump Repair and Replacement Services for Wastewater bO RPOR Af� 1$52 and Storm Water THIS Pump Repair and Replacement Services for Wastewater and Storm Water Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Smith Pump Company ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Pump Repair and Replacement Services for Wastewater and Storm Water in response to Request for Bid/Proposal No. 1426 ("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 Pump Repair and Replacement Services for Wastewater and Storm Water ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. This Agreement is for 12 months, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator or Purchasing Division. The parties may mutually extend the term of this Agreement for up to two additional 12-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 $244,460.00, 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. 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Service Agreement Standard Form Page 1 of 7 Approved as to Legal Form 12/15/17 Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Name: Joanna Moreno Department: Utilities Department Phone: (361 ) 826-1649 Email: joannamCcctexas.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. Service Agreement Standard Form Page 2 of 7 Approved as to Legal Form 12/15/17 8. Warranty. (A) 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. (B) 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. Service Agreement Standard Form Page 3 of 7 Approved as to Legal Form 12/15/17 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: Joanna Moreno Title: Contract Administrator Address: 2726 Holly Road, Corpus Christi, TX 78415 Phone: (361 ) 826-1649 Fax: (361 ) 826-1715 IF TO CONTRACTOR: Smith Pump Company Attn: Jeff McHattie Title: Applications Engineer Management Address: 301 M&B Industrial, Waco, Texas 78712 Phone: (254) 776-0377 Fax: (254) 776-0377 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 Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form 12/15/17 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, 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: Service Agreement Standard Form Page 5 of 7 Approved as to Legal Form 12/15/17 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. 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 12/15/17 CONTRACTOR Signature: Printed Name: "1� N _ Zkzpu�)Is Title: , _ Date: ��I' ►� CITY OF CORPUS CHRISTI Signature: Printed Name: Title: Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1 : RFB/RFP No. 1426 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 7 of 7 Approved as to Legal Form 12/15/17 Attachment A - Scope of Work 1.1 General Requirements The Contractor shall provide pump repair and replacement Services for various types of pumps at Wastewater Treatment Plants, Lift Stations and Storm Water Pump Stations operated by the City of Corpus Christi Utilities Departments, Wastewater and Storm Water Divisions. This is an on-call contract. Work will be performed on an as-needed basis. No amount of work is guaranteed. Quantities are estimates only. 1.2 Scope of Work A. Repairs a. The City's pump inventory for this contract, outlined in Section 1 .3, consists of approximately 144 pumps, and includes the following brands: Wemco Hoffman Seepex Gorman Rupp Penn Valley Polyblend Flow Serve Nemo Aurora Fairbanks Morse Wilo Vaughn Shanley Moyno Nord Drive Systems Farrell Goulds Pro Series Amarillo Gear Gardner Denver b. The repairs will include, but are not limited to, disassembly, inspection, repair, and remanufacturing of centrifugal pumps. c. Typical repairs may include, but are not limited to: stator, shaft, impeller, volute seals, gaskets, stuffing box, packing gland, and bearings. d. The Contractor shall clean using steam, grit, or solvent to obtain accurate measurements and for non-destructive evaluation. e. The City will deliver the pump(s) for repair, and will pick-up the pump(s) when the repair is complete. f. The Contractor shall provide a repair estimate, based on contract pricing, for each repair, to include any noted problems, special conditions, inspection results, conclusion/recommendations, visual findings by drawings or digital photos, within 5-10 business days after receipt of equipment. g. The repair estimate shall be submitted electronically in PDF format via email and itemized as follows: 1 . Estimated repair time, to include delay time for parts/materials. If repair time is expected to exceed 20 business days, the Contractor must define the completion time, and outline the reason for delay. 2. Shipping costs for parts/materials 3. List of parts/components to be replaced 4. Hourly labor costs, to include Straight Time and Overtime (if approved) h. Repairs shall be completed within 20 business days of purchase order (PO) release. A PO number will be submitted to Contractor via email or phone. The Contractor shall notify the City if repairs will exceed 20 business days. i. All parts shall be equivalent to original equipment manufacturer (OEM) standards. Parts shall be included in the Contractor's warranty period, or manufacturer's warranty. Parts replaced under the Contractor's or manufacturer's warranty will be replaced at no cost for labor or parts. j. The Contractor shall make a reasonable attempt to obtain parts at the lowest possible price. k. All repairs shall be in accordance with current pump nameplate data and conditions, drawings, standards and/or OEM specification(s). I. General machine work and/or repair shall consist of, but is not limited to, balancing, welding, straightening, grinding, custom part manufacturing, shaft rebuilding and fabrication, sand blasting, and coating of pump. m. After repairs, the pump shall be repainted to manufacturer's recommendation and specifications, in a color approved by the Contract Administrator. n. Overtime hours must be authorized in writing by a City representative. o. The Contractor shall provide a minimum of one-year warranty for workmanship and parts/materials. B. Replacement a. After a cost analysis of the repair estimate and the replacement cost, the City may elect to purchase a new pump. b. The Contractor/Manufacturer shall affix a name plate on all new pumps. Name plate data shall include: model and serial number, manufacturer, GPM/Head, HP, impeller diameter, discharge size, and voltage. c. The Contractor shall provide a minimum of one-year warranty on all new pumps. C. Other Requirements a. The Contractor's facilities may be subject to inspection at any time by a City representative. When deemed appropriate, the City reserves the right to use third party inspection services, at the City's expense. b. The City reserves the right to inspect the pump at any time during the repair. c. The Contractor must be able to provide technical support as may be required by the City. d. The City reserves the right to audit Contractor's project costs at any time during the contract term. e. The City's equipment in Contractor's possession must be properly stored and secured at all times. Where applicable, loading / unloading of pump(s) must be done by Contractor's personnel 1.3 Work Site Locations and Conditions WWTP# Plant Name Address # of Pumps 1 Broadway WWTP 801 Resaca 18 2 Oso WWTP 601 Nile 17 3 Greenwood WWTP 6541 Greenwood Dr. 13 4 Allison WWTP 4101 Allison Dr. 10 5 Laguna Madre WWTP 201 Jester 11 6 Whitecap 13409 Whitecap Blvd. 20 Lift Lift Station Name Address # of Station # Pumps 1 Up River Road 12300 Up River Rd. 2 2 Allison 4101 Allison Dr. 3 3 Stillwell 8100 Stillwell Lane 2 4 McBride 1200 McBride Lane 3 5 Lexington 5233 Lear St. 2 6 Brownlee 400 12th St. 3 7 Morgan 810 N. Brownlee Blvd. 2 8 Studebaker 300 Kinney Ave. 2 9 Peoples "T" Head Peoples St. "T" Head 2 10 Lawrence "T" Head 400 S. Shoreline Blvd. 2 11 Schanen 6102 Del Starr Dr. 2 12 Country Club 6300 Everhart 3 13 Wooldridge 6610 Wooldridge Rd. 4 14 Williams 6602 Williams Dr. 5 15 Oso WWTP #1 501 Nile Rd. 2 16 Oso WWTP #2 501 Nile Rd. 4 17 Perry Place Thompson Rd. 2 18 Military & Jester 722 Jester St. 2 19 Laguna Madre WWTP 201 Jester St. 3 20 Aquarius 15000 Aquarius St. 2 SW Pump Station # Pump Station Name Address # of Pumps 1 Power St. Pump 1218 N. Water St. 3 Station 1.4 Invoicing The Contractor's invoice for payment must contain the following information: 1 . Purchase Order (PO) number 2. Location and Address 3. Model and serial number of equipment 4. Description of service 5. Bill of materials 6. The Contractor will be required to attach copies of all invoices for parts/materials (to include % of mark-up) for each repair invoice 7. Total hours billed, itemized by position and hourly rate per contract 8. Shipping costs 9. Authorizing City representative 1.5 Contractor Quality Control and Superintendence A. The Contractor shall establish and maintain a complete Quality Control Program to assure that the requirements of the Contract are provided as specified. The Contractor will also provide supervision of the work to insure it complies with the contract requirements. B. The Contractor shall quality inspect pump repairs/replacement (new pump) prior to delivery to the City. Attachment B - Bid Pricing/Schedule CITY OF CORPUS CHRISTI BID FORM v t PURCHASING DIVISION RFB No. 1426 .M20 1 185VI Pump Repair and Replacement Services for Waste Water and Storm Water Date: 1-2- Z PAGE 1 OF 1 Authorized Bidder: Signature: A4 1. Refer to "Instructions to Bidders" and Contract Terms /dCi ditions 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 consulfation, communication, or agreement with any other Bidder or competitor, for the purpose of restricting competition with regard to prices. b. Bidder is an Equal Opportunity Employer, and the Disclosure of Interest information on file with City's Purchasing office, pursuant to the Code of Ordinances, is current and true. c. Bidder is current with all taxes due and company is in good standing with all applicable governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RF3. 4. Bidders must not write over or revise the bid form., Bidders will be considered Non- Responsive if the bid form is modified. Item # Description Unit Qty Unit Price Total Price Parts /Materials Estimated Mark-up 1 Parts/Materials EA $117,600.00 2ID $ 1 i 12a 1 2 Shipping Allowance for Parts/Materials EA _ $5,000.00 $5,000.00 3 Allowance for Pick-up and j Delivery Charges EA $6,000.00 $6,000.00 Labor 4 Labor Rate M-F 8:00am -5:00pm HR 1,200 $ ?4 ,0 0 $ Cl t 5 Labor Rate (OT) Afterhours, Weekends, HR 10 $ 114, $ Holidays Total $ 244,460.00 Attachment C- Insurance Requirements CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administrator one (1 ) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation endorsement is required on all applicable policies. Endorsements must be provided with Certificate of Insurance. Project name and/or number must be listed in Description Box of Certificate of Insurance. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-day advance written notice of 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: $1 ,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 II (All States Endorsement if Company is of this Exhibit. not domiciled in Texas) Employer's Liability $500,000/$500,000/$500,000 C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation, non-renewal, material change or termination in coverage and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a cancellation, non-renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2017 Insurance Requirements Utilities Pump Repairs 09/28/2017 sw Risk Management Attachment D - Warranty Requirements All Repairs include a one-year warranty. City of Corpus Christi Bid Tabulation Purchasing Division RFB No.1426 Buyer:Cynthia Perez Pump Repair and Replacement Services S-h Pump Company Faraday El-,, Turbonetics Waco,TX Corpus Christi,TX Corpus Christi,TX Item Descri tion Unit Q Unit Price Mark u Total Price Unit Price Mark u Total Price Unit Price Mark u Total Price 1 Parts/Material EA $11],600.00$11],66000 20% $141,120.00 2 Shi in Allowance EA $5,000.00 $5,00000 $5,00000 3Allowance for Pick-u p and Delvery Charges EA $6,000.00 $6,000.00 $6,00000 4 Labor Rale HR 12$9120000 $9120000 5 Labor P12(U HR 1 10 $1140.00 $1,14000 Total Total $244460.00 Non-Res Non-Res SC AGENDA MEMORANDUM hCogppppSEo Future Item for the City Council Meeting of April 10, 2018 1852 Action Item for City Council Meeting of April 17, 2018 DATE: April 10, 2018 TO: Margie C. Rose, City Manager FROM: Jim Davis, Director of Asset Management iimd(a�cctexas.com (361) 826-1909 Dan Grimsbo, Executive Director of Utilities DanG(cj�cctexas.com (361) 826-1718 Kim Baker, Assistant Director of Financial Services-Purchasing Division Kim B2 c(-).cctexas.com (361) 826-3169 Purchase of 42 Trucks for Utilities CAPTION: Motion authorizing the purchase of twenty-eight (28) 2018 F-150 trucks from Silsbee Ford of Silsbee, Texas; five (5) 2018 F-450 trucks from Grande Truck Center of San Antonio, Texas; eight (8) 2018 F-250 trucks, and one (1)2018 F-350 truck from Rush Truck Center of New Braunfels, Texas via BuyBoard for a total amount of$1,441,898.04. PURPOSE: This item is to approve the purchase of 2018 model trucks for Utilities as per the following breakdown: twenty-eight (28) F-150 trucks from Silsbee Ford; five (5) F-450 trucks from Grande Truck Center; eight (8) F250 and one (1) F-350 from Rush Truck Center. BACKGROUND AND FINDINGS: Utilities currently has a requirement to replace 32 trucks and add ten trucks to their fleet. These trucks are intended to perform various functions within the Water,Wastewater, and Storm Water Department. The 32 units to be replaced are all well past the end of their service lives. The addition of the ten trucks to the fleet is to accommodate the increase of workload in the respective divisions. Purchasing the vehicles will also eliminate the need to lease. 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 DEPARTMENTALCLEARANCES: Fleet Maintenance Utilities FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget $9,845,348.31 $0.00 $9,845,348.31 Encumbered / Expended Amount $5,420,182.51 $0.00 $5,420,182.51 This item $1 ,441,898.04 $0.00 $1,441 ,898.04 BALANCE $2,983,267.76 $0.00 $2,983,267.76 Fund(s): Fleet Maint. Svc, Water, Wastewater and Storm Water Comments: RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet CITY OF CORPUS CHRISTI PRICE SHEET PURCHASING DIVISION Ford Trucks for Utilities BUYER: MARIA PEDRAZA Grande Truck Center San Antonio,Texas UNIT EXTENDED ITEM DESCRIPTION Unit Qty PRICE PRICE 1 2018 F-450 Trucks Ultra-low Profile Service Body EA 3 $68,458.00 $205,374.00 2 2018 F-450 Trucks 2.5 Cubic Yard Dump Body EA 2 $57,798.00 $115,596.00 3 BuyBoard Fee EA 1 $400.00 $400.00 TOTAL: $321,370.00 Silsbee Ford Silsbee,Texas UNIT EXTENDED ITEM DESCRIPTION Unit Qty PRICE PRICE 1 2018 F-150 Trucks Regular Cab Short Bed EA 2 $28,667.22 $57,334.44 2 2018 F-150 Trucks Regular Cab 8 Ft. Bed EA 3 $23,328.60 $69,985.80 3 2018 F-150 Trucks Crew Cab Short Bed EA 6 $32,431.82 $194,590.90 4 2018 F-150 Trucks Ext.Cab Long Bed EA 6 $25,933,80 $155,602.80 5 2018 F-150 Trucks Ext.Cab Short Bed EA 11 $28,031.65 $308,348.10 6 BuyBoard Fee EA 1 $400.00 $400.00 TOTAL: $786,262.04 Rush Truck Center New Braunfels,Texas UNIT EXTENDED ITEM DESCRIPTION Unit Qty PRICE PRICE 1 2018 F-250 Truck Crew Cab EA 1 $44,346.00 $44,346.00 2 2018 F-250 Trucks Standard Cab EA 3 $32,722.67 $98,168.00 3 2018 F-250 Trucks Extended Cab EA 4 $36,780.50 $147,122.00 4 2018 F-350 Truck Crew Cab Service Bed EA 1 $38,830.00 $38,830.00 5 BuyBoard Fee EA 1 $400.00 $400.00 6 Freight Fee EA 1 $5,400.00 $5,400.00 TOTAL: $334,266.00 Grand Total $1,441,898.04 CITY COUNCIL EXECUTIVE SUMMARY e Council Priority WATER Staff Contacts: Mark Van Vleck, Assistant City Manager Valerie H. Gray, P.E., Executive Director of Public Works 4 Dan Grimsbo, Executive Director of Utilities Jeff H. Edmonds, P. E., Director of Engineering Services Meeting Date Agenda Category Le istar ID April 10, 2018 Motion 18-0312 April 17, 2018 Agenda Title: Master Service Agreement (MSA) —O. N. Stevens Water Treatment Plant (ONSWTP) Site Infrastructure Improvements PROPOSED ACTIONS/RECOMMENDATIONS ➢ Staff Recommendation: Authorization to execute a Master Service Agreement o With Freese and Nichols, Inc. of Corpus Christi, Texas o For a not to exceed amount of$900,000 over three years: ■ Not to exceed $300,000 for Base Year 1 ■ Plus two (2) 1-year administrative renewals o For engineering and design services SUMMARY ➢ Project approved in 2018 Capital Improvement Program (CIP) budget ➢ ONSWTP — Built in 1954, expanded in 1981 ➢ Many structures, infrastructure elements, and equipment at end of service life ➢ MSA— o Provides for engineering and design services o Allows City to negotiate and issue task authorizations for required improvements ➢ Services — o Evaluate existing conditions o Conduct field investigations o Prepare detailed construction documents o Conduct design review workshops & bidding process o Provide construction support o Prepare & submit final As-Built drawings o Conduct warranty phase inspections PRIOR COUNCIL ACTION ➢ None FINANCIAL CONSIDERATIONS ➢ CIP budget ALTERNATIVES ➢ Authorize execution of contract. SUPPORTING DOCUMENTS ➢ Item Details ➢ Project Budget ➢ Location Map ➢ Presentation ➢ Contract FUTURE ACTIONS ➢ None Project No.E13051 AB/JR Rev.3—03/27/18 Item Details Legistar # 18-0312 Professional Services Contract — O. N. Stevens Water Treatment Plant (ONSWTP) site Infrastructure Improvements Council Meeting Dates: Item Being Considered: Future Item —April 10, 2018 Motion Action Item —April 17, 2018 RECOMMENDATION: Authorization to execute a Master Service Agreement (MSA) with Freese and Nichols, Inc. (FNI) of Corpus Christi, Texas for a base year not to exceed amount of $300,000 for O.N. Stevens Water Treatment Plant (ONSWTP) Site Infrastructure Improvements with two (2) optional one-year administrative renewals for a maximum not to exceed amount of $900,000 over three years. (Capital Improvement Program - CIP). SUMMARY: This project is a part of the City's strategic plan to implement improvements to the City water treatment facilities approved in the CIP. The water plant supplies potable water to the entire City of Corpus Christi and to several surrounding communities. The plant was built in 1954 and expanded in 1981. Many of the plant's structures, infrastructure elements, and equipment are at the end of service life. This MSA will allow the City to negotiate and issue tasks authorizations for the required improvements. The improvements are critical to addressing ongoing operational and safety concerns. The MSA is a one- year base contract with two (2) optional one-year renewals. The task authorizations and renewals will be issued administratively, subject to satisfactory consultant performance and availability of funds. This MSA provides for the engineering and design services for critical upgrades of all water treatment facility infrastructure elements. Typical improvements include site grading, storm water and overflow drainage systems, plant access, chemical delivery roads stabilization, office facilities, process facilities, major process units, mechanical equipment repairs, and work safety considerations. The following summarizes the typical engineering tasks: • Evaluate conditions of existing infrastructure and facilities • Conduct field investigations, assessments, and meet with plant staff to prepare Engineering Letter Reports detailing proposed improvements • Assess impact of improvements on current operating strategies, on treatment process, on maintenance, and on operating costs • Participate in workshops with third-party design engineers and contractors to coordinate improvements with ongoing work and new projects • Prepare detailed construction documents for structural, electrical, mechanical, operational, and infrastructure improvements • Conduct design review workshops • Conduct pre-bid meetings, evaluate bid results, procurement quotes, and make formal recommendations for award • Provide construction administration, inspection, and technical support • Prepare and submit to city final As-Built drawings Project No.E13051 1 AB/JR Rev.4—04/05/18 • Conduct warranty phase inspections and report preparation FNI was selected as the engineer for this project under Request for Qualifications No. 2014-08. PREVIOUS COUNCIL / BOARD ACTIONS: None. Project No.E13051 2 AB/JR Rev.4—04/05/18 PROJECT BUDGET ESTIMATE O.N. STEVENS WATER TREATMENT PLANT SITE INFRASTRUCTURE IMPROVEMENTS FUNDS AVAILABLE: WaterCIP...................................................................................................................... $ 1,751,300 TOTAL FUNDS AVAILABLE $ 1,751,300 FUNDS REQUIRED: Construction and Contingency Estimate:.............................................................................. $ 1,210,000 Construction Estimate................................................................................... 1,100,000 Contingency 10%......................................................................................... 110,000 Construction Inspection and Testing Estimate:....................................................................... 96,321 Construction Inspection Estimate.................................................................... 61,295 *Testing Estimate........................................................................................ 35,026 Engineering Services:....................................................................................................... 349,663 Preliminary Design (FNI)............................................................................... 49,663 Master Service Agreement(FNI)THIS ITEM ... 300,000 Reimbursements:............................................................................................................ 89,565 Contract Administration (Engineering Svcs Admin/Capital Budget/Finance)............. 35,026 Engineering Services(Project Mgmt/Constr Mgmt)............................................. 52,539 Mi sc.......................................................................................................... 2,000 TOTAL $ 1,745,549 ESTIMATED PROJECT BUDGET BALANCE $ 5,751 *Testing services will be executed as a Task Order under Testing Master Service Agreement NUECES RIVER N 624 NUECES BAY SCALE: N.T.S. ANNAMLLE 77 0 c O Ri R U � Z O c� SHIP U o CORPUS CHRISTI �fOpgRD I LEOPARD a' ROBSTOWN z 44 CORPUS CHRISTI p 266 INTERNATIO F AIRPORT OµG� 358 N W N N PROJECT LOCATION �3M QO 3p 0 OCF U '�H O HO<CY �i 358 CABA TO,�_ "WOLF O FIELD 55 `*9 Z FIELD 865 �O 286 'P 2444 Y R� O LOCATION MAP NOT TO SCALE Project: E13051 O.N. STEVENS WATER TREATMENT PLANT CITY COUNCIL EXHIBIT INFRASTRUCTURE IMPROVEMENTS CITY OF CORPUS CHRISTI,TEXAS (PLANT-WIDE) DEPARTMENT OF ENGINEERING SERVICES Corpus Chr s Engineering O.N. Stevens Water Treatment Plant Site Infrastructure Improvements !. Council Presentation � April 10, 2018 Project Location ^3- Corpus Chr'sti rngin.nring x N w. NUECES env SCALE:N.T.S. ANNnNLLE CORM CHRIST ROBSTOBN xnwn 8 O.N.STEVENS WATER TREATMENT PLANT INFRASTRUCTURE IMPROVEMENTS(PLANT-WIDE) x e r� 2 4o�pus�tiR 4 r d Project Vicinity J H Corpus • STEVENS W REATMENT PLANT INFRASTRUCTURE IMPROVEMENTS PLANT-WID Y ' , # :4 v t Project Scope 06$ , Corpus Chr sti Engineering This MSA provides for engineering and design services for critical upgrades of all water treatment facility infrastructure elements. The engineer will: • Conduct field investigations, assessments, evaluate conditions of existing infrastructure and report findings in Engineering Letter Reports • Participate in workshops with third-party design engineers and contractors to coordinate improvements with ongoing work • Prepare detailed construction documents for proposed improvements and conduct design review workshops • Conduct pre-bid meetings, evaluate bid results, procurement quotes, and make formal recommendations for award • Provide construction administration, inspection, and technical support Project Schedule Corpus Chr sti Engineering 1 0 Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Services Project Estimate: 365 Calendar Days = 12 Months This project is a one-year base contract with two optional one-year renewals. ONSWTP Site Infrastructure 4wv Improvements Corpus Chr'sti zngin.er.ng Questions? 6 CITY OF CORPUS CHRISTI MASTER SERVICES AGREEMENT FOR PROFESSIONAL SERVICES FOR PROJECT E13051 O.N. STEVENS WATER TREATMENT PLANT SITE INFRASTRUCTURE IMPROVEMENTS 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 North Shoreline Boulevard, Suite 1600N, Corpus Christi, Texas (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. 18-2 K:\ENGINEERING DATAEXCHANGE\JENNIFER\WATER\E13051 ONSWTP SITE INFRASTRUCTURE I M PROVEMENTS\MSA\CO NTRACT\CO NTRACT.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 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 services, Consultant agrees to render the professional services necessary for the advancement of the Project through Final Completion of the Construction Contract. Consultant acknowledges and accepts its responsibilities, as defined and described in the City's General Conditions for Construction Contracts, an excerpt of which is attached as an exhibit to this Agreement. 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. 18-2 K:\ENGINEERING DATAEXCHANGE\JENNIFER\WATER\E13051 ONSWTP SITE INFRASTRUCTURE I M PROVEMENTS\MSA\CO NTRACT\CO NTRACT.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 $300,000.00. 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 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, attached as 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. 18-2 K:\ENGINEERING DATAEXCHANGE\JENNIFER\WATER\E13051 ONSWTP SITE INFRASTRUCTURE I M PROVEMENTS\MSA\CO NTRACT\CO NTRACT.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. Page 4 Rev. 18-2 K:\ENGINEERING DATAEXCHANGE\JENNIFER\WATER\E13051 ONSWTP SITE INFRASTRUCTURE I M PROVEMENTS\MSA\CO NTRACT\CO NTRACT.DOC 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 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 year beginning on the Effective Date. The Agreement may be renewed for up to two one-year renewal options upon mutual agreement of the parties to be evidenced in writing prior to the expiration date of the prior term. Any renewals shall be at the same terms and conditions, plus any approved changes. 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. Page 5 Rev. 18-2 K:\ENGINEERING DATAEXCHANGE\JENNIFER\WATER\E13051 ONSWTP SITE INFRASTRUCTURE I M PROVEMENTS\MSA\CO NTRACT\CO NTRACT.DOC 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. Consultant shall mark partially completed work as "Draft" and does not guarantee the accuracy or reliability of partially completed work submitted in accordance with this Article. 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. Upon reasonable prior notice, 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 Page 6 Rev. 18-2 K:\ENGINEERING DATAEXCHANGE\JENNIFER\WATER\E13051 ONSWTP SITE INFRASTRUCTURE I M PROVEMENTS\MSA\CO NTRACT\CO NTRACT.DOC 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 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 Page 7 Rev. 18-2 K:\ENGINEERING DATAEXCHANGE\JENNIFER\WATER\E13051 ONSWTP SITE INFRASTRUCTURE I M PROVEMENTS\MSA\CO NTRACT\CO NTRACT.DOC 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 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 I n 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 Page 8 Rev. 18-2 K:\ENGINEERING DATAEXCHANGE\JENNIFER\WATER\E13051 ONSWTP SITE INFRASTRUCTURE I M PROVEMENTS\MSA\CO NTRACT\CO NTRACT.DOC 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. 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 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. 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 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 12.6 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. 12.7 No Third Party Beneficiaries. Nothing in this Agreement can be construed to create rights in any entity other than the City and Consultant. Neither the City nor Consultant intends to create third party beneficiaries by entering into this Agreement. 12.8 Disclosure of Interest. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract. Page 9 Rev. 18-2 K:\ENGINEERING DATAEXCHANGE\JENNIFER\WATER\E13051 ONSWTP SITE INFRASTRUCTURE I M PROVEMENTS\MSA\CO NTRACT\CO NTRACT.DOC 12.9 Certificate of Interested Parties. Consultant agrees to comply with Texas Government Code section 2252.908 and complete Form 1295 Certificate of Interested Parties as part of this agreement. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm. The form must then be printed, signed and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.htm1. 12.10 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 12.11 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. 12.12 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. 12.13 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 FREESE AND NICHOLS, INC. r _ P7.1 _ Jeff H. Edmonds, P.E. Date Ran Guzman, P. Date Director of Engineering Services Vice President/Principal 800 N. Shoreline Blvd., Suite 160ON Corpus Christi, TX 78401 (361) 561-6500 Office APPROVED AS TO LEGAL FORM (361) 561-6501 Fax rg@freese.com Assistant City Attorney Date for City Attorney ATTEST Rebecca Huerta Date City Secretary Page 10 Rev. 18-2 K:\ENGINEERING DATAEXCHANGE\JENNIFER\WATER\E13051 ONSWTP SITE INFRASTRUCTURE I M PROVEMENTS\MSA\CO NTRACT\CO NTRACT.DOC Project Name ONSWTP Site Infrastructure Improvements Project Number E13051 Accounting Unit 4096-041 Account 550950 Activity E 13051-01-4096-EXP Account Category 50950 Fund Name Water 2015 CIP Amount $300.000.00 Page 11 Rev. 18-2 K:\ENGINEERING DATAEXCHANGE\JENNIFER\WATER\E13051 ONSWTP SITE INFRASTRUCTURE I M PROVEMENTS\MSA\CO NTRACT\CO NTRACT.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 , 2016 (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 Vice President/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 FREE MMAICHKS S Y 'miu.i eGret[ r EXHIBIT B CONSULTANT PROPOSAL Scope of Professional Services E13015 — ONSWTP Site Infrastructure Improvements This proposal for the Master Services Agreement (MSA) is a response to CIP Project No. E13051 — O.N. Stevens Water Treatment Plant(ONSWTP)Site Infrastructure Improvements. It provides a representative scope of professional services which will be used to develop specific Task Authorizations.This MSA allows the Engineer to assist the City Staff in addressing ongoing and impending infrastructure challenges at existing water treatment facilities. Typical improvements include but not limited to site grading,storm water and overflow drainage systems, plant access, chemical delivery roads stabilization, office facilities, process facilities, major process units, mechanical equipment repairs, and work safety considerations. Engineer's tasks include but not limited to: • Evaluating conditions of existing infrastructure and facilities • Conducting field investigations, assessments, and meeting with plant staff to prepare Preliminary Engineering Letter Reports detailing proposed improvements • Assessing impact of improvements on current operating strategies, on treatment process, on maintenance, and on operating costs • Participating in workshops with third-party design engineers and contractors to coordinate improvements with ongoing work • Preparing detailed cost estimates and construction documents for structural, electrical, mechanical, operational, and infrastructure improvements • Conducing design review workshops • Conducting pre-bid meetings, evaluating bid results, procurement quotes, and making formal recommendations for award • Providing construction administration and technical support • Preparing and submit to city final As-Built drawings • Conducting warranty phase inspections and prepare recommendations in reports The engineer shall not perform any task or incur project cost without an approved Task Authorization. Task Authorization proposals shall be developed by the Engineer at the request of the City on as-needed basis. These task authorizations may vary considerably in size and scope. The Engineer will be responsible for preparing a detailed scope and anticipated fee estimate for each Task Authorization. All services under this MSA will be defined in Task Authorizations. Each Task Authorization will be negotiated individually on a Time and Materials (T&M) or lump sum. Time and Material work shall be invoiced based on attached rate schedule. See Exhibit B-1 for Rate Schedule. This project is intended to be a base 1-yr contract of$300,000 with two (2) optional 1-yr renewals. All Task Authorization and renewals will be issued administratively, subject to satisfactory consultant performance and availability of funds. Exhibit B Page 1 of 2 SCHEDULE The project is a 1-yr base contract with two optional 1-yr renewals,as needed and authorized at the City's discretion. All Task Authorizations will include an independent implementation schedule. FEES Services will be provided on a T&M or a lump sum basis, which will be associated with specific Task Authorizations. Negotiated fees will be authorized through each task authorization detailing an associated scope of work and schedule. For services provided on a T&M basis, monthly invoices will be provided by the Engineer based on actual working hours at agreed upon hourly rates (see Exhibit B-1) and associated expenses. The Director of Engineering Services is responsible for approving Task Authorizations to the Engineer and approving invoiced hours. The Engineer is required to submit a detailed and approved man-hour breakdown with monthly invoices to Engineering Services for payment. For services provided on a lump sum basis, monthly invoices will be provided by the Engineer based on percent completion of the agreed up on services. The Director of Engineering Services is responsible for approving task authorizations and approving percent completion based on the anticipated fee and project schedule. The Engineer is required to submit monthly invoices to Engineering Services for payment. Sincerely Ron Guzman, P.E. Vice President/ Principal Exhibit B Page 2 of 2 Sample form for: COMPLETE PROJECT NAME Payment Request AE Contract Project No.XXXX Revised 02/01/17 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 TBD TBD TBD TBD TBD TBD1 TBD TBD TBD Subtotal Additional Services $2,000.00 $1,120.00 $1,627.00 $4,747.00 $500.00 $0.001 $500.00 $4,247.00 10.5% Summary of Fees: Basic Services Fees $6,000.00 $1,000.001 $1,250.001 $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 $1,627.001 $4,747.00 $500.00 $0.00 $500.00 $4,247.00 10.5% Total of Fees 1$8,000.00 $2,120.001 $2,877.001 $12,997.00 $1,500.00 $1,500.00 $3,000.00 r $9,997.00 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 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 In the event of a change in insurance coverage, Consultant shall be required to 1 Rev 07/16 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: 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. 2 Rev 07/16 EXHIBIT E EXCERPT FROM GENERAL CONDITIONS FOR CONSTRUCTION CONTRACT Master Services Agreement 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................................................................................9 Article 5—Availability of Lands; Subsurface, Physical and Hazardous Environmental Conditions ..............9 Article 6—Bonds and Insurance .................................................................................................................10 Article 7—Contractor's Responsibilities.....................................................................................................10 Article 8—Other Work at the Site...............................................................................................................10 Article 9—Owner's and OPT's Responsibilities...........................................................................................10 Article 10—OAR's and Designer's Status During Construction ..................................................................11 Article 11—Amending the Contract Documents; Changes in the Work....................................................13 Article 12—Change Management..............................................................................................................13 Article13—Claims.......................................................................................................................................14 Article 14—Prevailing Wage Rate Requirements.......................................................................................16 Article 15—Cost of the Work; Allowances; Unit Price Work......................................................................16 Article 16—Tests and Inspections; Correction, Removal, or Acceptance of Defective Work....................16 Article 17—Payments to Contractor; Set-Offs; Completion; Correction Period........................................16 Article 18—Suspension of Work and Termination.....................................................................................16 Article 19—Project Management...............................................................................................................16 Article 20—Project Coordination................................................................................................................16 Article 21—Quality Management...............................................................................................................17 Article 22— Final Resolution of Disputes....................................................................................................17 Article 23—Minority/MBE/DBE Participation Policy..................................................................................17 Article 24—Document Management..........................................................................................................17 Article25—Shop Drawings.........................................................................................................................17 Article26— Record Data .............................................................................................................................20 Article 27—Construction Progress Schedule..............................................................................................21 Article 28—Video and Photographic documentation ................................................................................21 Article 29— Execution and Closeout...........................................................................................................21 Article30—Miscellaneous..........................................................................................................................22 Excerpt from Form 00 72 00 General Conditions- 1 Rev 18-2 ARTICLE 1—DEFINITIONS AND TERMINOLOGY 1.01 Defined Terms A. Terms with initial capital letters, including the term's singular and plural forms, have the meanings 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. 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; Excerpt from Form 00 72 00 General Conditions-2 Rev 18-2 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. §§5101 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. 21. Contract Times-The number of days or the dates by which Contractor must: a. Achieve specified Milestones; Excerpt from Form 00 72 00 General Conditions-3 Rev 18-2 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 15. 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 17.12 or 17.13. 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, Registered Architects or Registered Landscape 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. 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. Excerpt from Form 00 72 00 General Conditions-4 Rev 18-2 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 Project 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. 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. The Progress Schedule must be a Critical Path Method (CPM) Schedule. 44. Project - The total undertaking to be accomplished for Owner under the Contract Documents. Excerpt from Form 00 72 00 General Conditions-5 Rev 18-2 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; 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, Excerpt from Form 00 72 00 General Conditions-6 Rev 18-2 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 similarwords 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. 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. Excerpt from Form 00 72 00 General Conditions-7 Rev 18-2 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 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 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. Excerpt from Form 00 72 00 General Conditions-8 Rev 18-2 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 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. 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 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-9 Rev 18-2 5.05 Underground Facilities 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. 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 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. Excerpt from Form 00 72 00 General Conditions- 10 Rev 18-2 9.06 Insurance 9.07 Modifications 9.08 Inspections,Tests, and Approvals A. OPT's responsibility with respect to certain inspections,tests, and approvals are described in Paragraph 16.02. 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 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. Excerpt from Form 00 72 00 General Conditions- 11 Rev 18-2 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 16. OAR is to issue a Defective Work Notice to Contractor and document when Defective Work has been corrected or accepted in accordance with Article 16. 10.05 Shop Drawings, Modifications and Payments A. Designer's authority related to Shop Drawings and Samples are described in the Contract Documents. 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 Article 11. D. OAR's authority related to Applications for Payment is described in Articles 15 and 17. 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 16.04, 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. Excerpt from Form 00 72 00 General Conditions- 12 Rev 18-2 ARTICLE 11—AMENDING THE CONTRACT DOCUMENTS; CHANGES IN THE WORK ARTICLE 12—CHANGE MANAGEMENT 12.01 Requests for Change Proposal A. Designer will initiate Modifications by issuing a Request for a Change Proposal (RCP). 1. Designer will prepare a description of proposed Modifications. 2. Designer will issue the Request for a Change Proposal form to Contractor. A number will be assigned to the Request for a Change Proposal when issued. 3. Return a Change Proposal in accordance with Paragraph 12.02 to the Designer for evaluation by the OPT. 12.02 Change Proposals A. Submit a Change Proposal (CP) to the Designer for Contractor initiated changes in the Contract Documents or in response to a Request for Change Proposal. 1. Use the Change Proposal form provided. 2. Assign a number to the Change Proposal when issued. 3. Include with the Change Proposal: a. A complete description of the proposed Modification if Contractor initiated or proposed changes to the OPT's description of the proposed Modification. b. The reason the Modification is requested, if not in response to a Request for a Change Proposal. c. A detailed breakdown of the cost of the change if the Modification requires a change in Contract Price. The itemized breakdown is to include: 1) List of materials and equipment to be installed; 2) Man hours for labor by classification; 3) Equipment used in construction; 4) Consumable supplies, fuels, and materials; 5) Royalties and patent fees; 6) Bonds and insurance; 7) Overhead and profit; 8) Field office costs; 9) Home office cost; and 10) Other items of cost. d. Provide the level of detail outlined in the paragraph above for each Subcontractor or Supplier actually performing the Work if Work is to be provided by a Subcontractor or Supplier. Indicate appropriate Contractor mark-ups for Work Excerpt from Form 00 72 00 General Conditions- 13 Rev 18-2 provided through Subcontractors and Suppliers. Provide the level of detail outline in the paragraph above for self-performed Work. e. Submit Change Proposals that comply with Article 15 for Cost of Work. f. Provide a revised schedule. Show the effect of the change on the Project Schedule and the Contract Times. B. Submit a Change Proposal to the Designer to request a Field Order. C. A Change Proposal is required for all substitutions or deviations from the Contract Documents. D. Request changes to products in accordance with Article 25. 12.03 Designer Will Evaluate Request for Modification A. Designer will issue a Modification per Article 11 if the Change Proposal is acceptable to the Owner. Designer will issue a Change Order or Contract Amendment for any changes in Contract Price or Contract Times. 1. Change Orders and Contract Amendments will be sent to the Contractor for execution with a copy to the Owner recommending approval. A Work Change Directive may be issued if Work needs to progress before the Change Order or Contract Amendment can be authorized by the Owner. 2. Work Change Directives, Change Orders, and Contract Amendments can only be approved by the Owner. a. Work performed on the Change Proposal prior to receiving a Work Change Directive or approval of the Change Order or Contract Amendment is performed at the Contractor's risk. b. No payment will be made for Work on Change Orders or Contract Amendments until approved by the Owner. B. The Contractor may be informed that the Request for a Change Proposal is not approved and construction is to proceed in accordance with the Contract Documents. ARTICLE 13—CLAIMS 13.01 Claims 13.02 Claims Process A. Claims must be initiated by written notice. Notice must conspicuously state that it is a notice of a Claim in the subject line or first sentence. Notice must also list the date of first occurrence of the claimed event. B. Claims by Contractor must be in writing and delivered to the Owner, Designer and the OAR within 7 days: 1. After the start of the event giving rise to the Claim; or 2. After a final decision on a Change Proposal has been made. Excerpt from Form 00 72 00 General Conditions- 14 Rev 18-2 C. Claims by Contractor that are not received within the time period provided by section 13.02(B) are waived. Owner may choose to deny such Claims without a formal review. Any Claims by Contractor that are not brought within 90 days following the termination of the Contract are waived and shall be automatically deemed denied. D. Claims by Owner must be submitted by written notice to Contractor. E. The responsibility to substantiate a Claim rests with the entity making the Claim. Claims must contain sufficient detail to allow the other party to fully review the Claim. 1. Claims seeking an adjustment of Contract Price must include the Contractor's job cost report. Provide additional documentation as requested by OAR. 2. Claims seeking an adjustment of Contract Time must include native schedule files in Primavera or MS Project digital format. Provide additional documentation as requested by OAR. F. Contractor must certify that the Claim is made in good faith, that the supporting data is accurate and complete, and that to the best of Contractor's knowledge and belief, the relief requested accurately reflects the full compensation to which Contractor is entitled. G. Claims by Contractor against Owner and Claims by Owner against Contractor, including those alleging an error or omission by Designer but excluding those arising under Section 7.12,shall be referred initially to Designer for consideration and recommendation to Owner. H. Designer may review a Claim by Contractor within 30 days of receipt of the Claim and take one or more of the following actions: 1. Request additional supporting data from the party who made the Claim; 2. Issue a recommendation; 3. Suggest a compromise; or 4. Advise the parties that Designer is not able to make a recommendation due to insufficient information or a conflict of interest. I. If the Designer does not take any action, the claim shall be deemed denied. J. The Contractor and the Owner shall seek to resolve the Claim through the exchange of information and direct negotiations. If no agreement is reached within 90 days, the Claim shall be deemed denied. The Owner and Contractor may extend the time for resolving the Claim by mutual agreement. Notify OAR of any actions taken on a Claim. K. Owner and Contractor may mutually agree to mediate the underlying dispute at any time after a recommendation is issued by the Designer. Excerpt from Form 00 72 00 General Conditions- 15 Rev 18-2 ARTICLE 14—PREVAILING WAGE RATE REQUIREMENTS ARTICLE 15—COST OF THE WORK;ALLOWANCES; UNIT PRICE WORK ARTICLE 16—TESTS AND INSPECTIONS;CORRECTION,REMOVAL,OR ACCEPTANCE OF DEFECTIVE WORK ARTICLE 17—PAYMENTS TO CONTRACTOR; SET-OFFS; COMPLETION; CORRECTION PERIOD ARTICLE 18—SUSPENSION OF WORK AND TERMINATION ARTICLE 19— PROJECT MANAGEMENT ARTICLE 20—PROJECT COORDINATION 20.01 Work Included 20.02 Document Submittal 20.03 Communication During Project A. The OAR is to be the first point of contact for all parties on matters concerning this Project. B. The Designer will coordinate correspondence concerning: 1. Documents, including Applications for Payment. 2. Clarification and interpretation of the Contract Documents. 3. Contract Modifications. 4. Observation of Work and testing. 5. Claims. 20.04 Requests for Information A. Submit Request for Information (RFI) to the Designer to obtain additional information or clarification of the Contract Documents. 1. Submit a separate RFI for each item on the form provided. 2. Attach adequate information to permit a written response without further clarification. Designer will return requests that do not have adequate information to the Contractor for additional information. Contractor is responsible for all delays resulting from multiple document submittals due to inadequate information. 3. A response will be made when adequate information is provided. Response will be made on the RFI form or in attached information. B. Response to an RFI is given to provide additional information, interpretation, or clarification of the requirements of the Contract Documents, and does not modify the Contract Documents. C. Designer will initiate a Request for a Change Proposal (RCP) per Article 12 if the RFI indicates that a Contract Modification is required. Excerpt from Form 00 72 00 General Conditions- 16 Rev 18-2 ARTICLE 21—QUALITY MANAGEMENT ARTICLE 22—FINAL RESOLUTION OF DISPUTES ARTICLE 23—MINORITY/MBE/DBE PARTICIPATION POLICY ARTICLE 24—DOCUMENT MANAGEMENT ARTICLE 25—SHOP DRAWINGS 25.01 Work Included A. Shop Drawings are required for those products that cannot adequately be described in the Contract Documents to allow fabrication, erection, or installation of the product without additional detailed information from the Supplier. B. Submit Shop Drawings as required by the Contract Documents and as reasonably requested by the OPT to: 1. Record the products incorporated into the Project for the Owner; 2. Provide detailed information for the products proposed for the Project regarding their fabrication, installation, commissioning, and testing; and 3. Allow the Designer to advise the Owner if products proposed for the Project by the Contractor conform, in general, to the design concepts of the Contract Documents. 25.02 Quality Assurance 25.03 Contractor's Responsibilities 25.04 Shop Drawing Requirements A. Provide adequate information in Shop Drawings and Samples so Designer can: 1. Assist the Owner in selecting colors, textures, or other aesthetic features. 2. Compare the proposed features of the product with the specified features and advise Owner that the product does, in general, conform to the Contract Documents. 3. Compare the performance features of the proposed product with those specified and advise the Owner that the product does, in general,conform to the performance criteria specified in the Contract Documents. 4. Review required certifications, guarantees, warranties, and service agreements for compliance with the Contract Documents. Excerpt from Form 00 72 00 General Conditions- 17 Rev 18-2 25.05 Special Certifications and Reports 25.06 Warranties and Guarantees 25.07 Shop Drawing Submittal Procedures 25.08 Sample and Mockup Submittal Procedures 25.09 Requests for Deviation 25.10 Designer Responsibilities A. Shop Drawings will be received by the Designer. Designer will log the documents and review per this Article for general conformance with the Contract Documents. 1. Designer's review and approval will be only to determine if the products described in the Shop Drawing or Sample will, after installation or incorporation into the Work, conform to the information given in the Contract Documents and be compatible with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 2. Designer's review and approval will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions or programs incident thereto. 3. Designer's review and approval of a separate item as such will not indicate approval of the assembly in which the item functions. B. Comments will be made on items called to the attention of the Designer for review and comment. Any marks made by the Designer do not constitute a blanket review of the document submittal or relieve the Contractor from responsibility for errors or deviations from the Contract requirements. 1. Designer will respond to Contractor's markups by either making markups directly in the Shop Drawings file using the color green or by attaching a Document Review Comments form with review comments. 2. Shop Drawings that are reviewed will be returned with one or more of the following status designations: a. Approved: Shop Drawing is found to be acceptable as submitted. b. Approved as Noted: Shop Drawing is Approved so long as corrections or notations made by Designer are incorporated into the Show Drawing. C. Not Approved: Shop Drawing or products described are not acceptable. 3. Shop Drawing will also be designated for one of the following actions: a. Final distribution: Shop Drawing is acceptable without further action and has been filed as a record document. b. Shop Drawing not required: A Shop Drawing was not required by the Contract Documents. Resubmit the document per Article 26. Excerpt from Form 00 72 00 General Conditions- 18 Rev 18-2 c. Cancelled: This action indicates that for some reason, the Shop Drawing is to be removed from consideration and all efforts regarding the processing of that document are to cease. d. Revise and resubmit: Shop Drawing has deviations from the Contract Documents, significant errors, or is inadequate and must be revised and resubmitted for subsequent review. e. Resubmit with corrections made: Shop Drawing is "Approved as Noted," but has significant markups. Make correction and notations to provide a revised document with markup incorporated into the original document so that no markups are required. f. Returned without review due to excessive deficiencies: Document does not meet the requirement of the Specifications for presentation or content to the point where continuing to review the document would be counterproductive to the review process or clearly does not meet the requirements of the Contract Documents. Revise the Shop Drawing to comply with the requirements of this Section and resubmit. g. Actions a through c will close out the Shop Drawing review process and no further action is required as a Shop Drawing. Actions d through f require follow up action to close out the review process. 4. Drawings with a significant or substantial number of markings by the Contractor may be marked "Approved as Noted" and "Resubmit with corrections made." These drawings are to be revised to provide a clean record of the Shop Drawing. Proceed with ordering products as the documents are revised. 5. Dimensions or other data that does not appear to conform to the Contract Documents will be marked as "At Variance With" (AVW) the Contract Documents or other information provided. The Contractor is to make revisions as appropriate to comply with the Contract Documents. C. Bring deviations to the Shop Drawings to the attention of the Designer for approval by using the Shop Drawing Deviation Request form. Use a single line for each requested deviation so the Status and Action for each deviation can be determined for that requested deviation. If approval or rejection of a requested deviation will impact other requested deviations, then all related deviations should be included in that requested deviation line so the status and action can be determined on the requested deviation as a whole. D. Requested deviations will be reviewed as possible Modification to the Contract Documents. 1. A Requested deviation will be rejected as "Not Approved" if the requested deviation is unacceptable. Contractor is to revise and resubmit the Shop Drawing with corrections for approval. 2. A Field Order will be issued by the Designer for deviations approved by the Designer if the requested deviation is acceptable and if the requested deviation will not result in a change in Contract Price or Contract Times. Requested deviations from the Contract Documents may only be approved by Field Order. 3. A requested deviation will be rejected if the requested deviation is acceptable but the requested deviation will or should result in a change in Contract Price or Contract Times. Excerpt from Form 00 72 00 General Conditions- 19 Rev 18-2 Submit any requested deviation that requires a change in Contract Price or Contract Times as a Change Proposal for approval prior to resubmitting the Shop Drawing. E. Contractor is to resubmit the Shop Drawing until it is acceptable and marked Approved or Approved as Noted and is assigned an action per Paragraph 25.10.13 that indicates that the Shop Drawing process is closed. F. Information that is submitted as a Shop Drawings that should be submitted as Record Data or other type of document, or is not required may be returned without review, or may be deleted. No further action is required and the Shop Drawing process for this document will be closed. ARTICLE 26—RECORD DATA 26.01 Work Included 26.02 Quality Assurance 26.03 Contractor's Responsibilities 26.04 Record Data Requirements 26.05 Special Certifications and Reports 26.06 Warranties and Guarantees 26.07 Record Data Submittal Procedures 26.08 Designer's Responsibilities A. Record Data will be received by the Designer, logged, and provided to Owner as the Project record. 1. Record Data may be reviewed to see that the information provided is adequate for the purpose intended. Record Data not meeting the requirements of Paragraph 26.02 may be rejected as unacceptable. 2. Record Data is not reviewed for compliance with the Contract Documents. Comments may be returned if deviations from the Contract Documents are noted during the cursory review performed to see that the information is adequate. 3. Contractor's responsibility for full compliance with the Contract Documents is not relieved by the review of Record Data. Contract modifications can only be approved by a Modification. B. Designer may take the following action in processing Record Data: 1. File Record Data as received if the cursory review indicates that the document meets the requirements of Paragraph 26.02. Document will be given the status of "Filed as Received" and no further action is required on that Record Data. 2. Reject the Record Data for one of the following reasons: a. The document submittal requirements of the Contract Documents indicate that the document submitted as Record Data should have been submitted as a Shop Excerpt from Form 00 72 00 General Conditions-20 Rev 18-2 Drawing. The Record Data will be marked "Rejected" and "Submit Shop Drawing." No further action is required on this document as Record Data and the Record Data process will be closed. Resubmit the document as a Shop Drawing per Article 25. b. The cursory review indicates that the document does not meet the requirements of Paragraph 26.02. The Record Data will be marked "Rejected" and "Revise and Resubmit." Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." When Record Data is filed, no further action is required and the Record Data process will be closed. c. The Record Data is not required by the Contract Documents nor is the Record Data applicable to the Project. The Record Data will be marked "Rejected" and "Cancel - Not Required." No further action is required and the Record Data process will be closed. C. Contractor is to resubmit the Record Data until it is acceptable and marked "Filed as Received." ARTICLE 27—CONSTRUCTION PROGRESS SCHEDULE ARTICLE 28—VIDEO AND PHOTOGRAPHIC DOCUMENTATION ARTICLE 29—EXECUTION AND CLOSEOUT 29.01 Substantial Completion A. Notify the Designer that the Work or a designated portion of the Work is substantially complete per the General Conditions. Include a list of the items remaining to be completed or corrected before the Project will be considered to be complete. B. OPT will visit the Site to observe the Work within a reasonable time after notification is received to determine the status of the Project. C. Designer will notify the Contractor that the Work is either substantially complete or that additional Work must be performed before the Project will be considered substantially complete. 1. Designer will notify the Contractor of items that must be completed before the Project will be considered substantially complete. 2. Correct the noted deficiencies in the Work. 3. Notify the Designer when the items of Work in the Designer's notice have been completed. 4. OPT will revisit the Site and repeat the process. 5. Designer will issue a Certificate of Substantial Completion to the Contractor when the OPT considers the Project to be substantially complete. The Certificate will include a tentative list of items to be corrected before Final Payment will be recommended. 6. Review the list and notify the Designer of any objections to items on the list within 10 days after receiving the Certificate of Substantial Completion. Excerpt from Form 00 72 00 General Conditions-21 Rev 18-2 29.02 Final Inspections A. Notify the Designer when: 1. Work has been completed in compliance with the Contract Documents; 2. Equipment and systems have been tested per Contract Documents and are fully operational; 3. Final Operations and Maintenance Manuals have been provided to the Owner and all operator training has been completed; 4. Specified spare parts and special tools have been provided; and 5. Work is complete and ready for final inspection. B. OPT will visit the Site to determine if the Project is complete and ready for Final Payment within a reasonable time after the notice is received. C. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. D. Take immediate steps to correct Defective Work. Notify the Designer when Defective Work has corrected. OPT will visit the Site to determine if the Project is complete and the Work is acceptable. Designer will notify the Contractor that the Project is complete or will notify the Contractor that Work is Defective. E. Submit the Request for Final Payment with the closeout documents described in Paragraph 29.06 if notified that the Project is complete and the Work is acceptable. ARTICLE 30—MISCELLANEOUS END OF SECTION Excerpt from Form 00 72 00 General Conditions-22 Rev 18-2 SUPPLIER NUMBER TO BE ASSIGNED BY CITY PURCHASING DIVISION City of CITY OF CORPUS CHRISTI Co� DISCLOSURE OF INTEREST ti 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 BLVD CITY: Corpus Christi ZIP: 78401 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 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: Ron Guzman,P.E. Title: Vice President/Principal (Type or Print) Signature of Certifying �! Date: March 1, 2018 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. se o� � v AGENDA MEMORANDUM NOORP08 IEO Future Item for the City Council Meeting of April 10, 2018 1852 Action Item for the City Council Meeting of April 17, 2018 DATE: April 10, 2018 TO: Margie C. Rose, City Manager FROM: Jay Ellington, Director of Park & Recreation JayEll(c�cctexas.com (361) 826-3042 Kim Baker, Assistant Director of Financial Services-Purchasing Division KimB2(a)cctexas.com (361) 826-3169 Purchase of Kubota Farm Tractor for Beach Operations CAPTION: Motion authorizing the purchase of a Kubota farm tractor from Ewald Kubota, of Corpus Christi, Texas, via BuyBoard for the total amount not to exceed $74,960.90. PURPOSE: This item is to approve the purchase of a Kubota farm tractor for the Parks and Recreation Department. BACKGROUND AND FINDINGS: The purchase of a M6-11 DTC Kubota 4WD tractor for beach operations is a replacement unit for a Holland tractor that were destroyed during the 2017 Hurricane Harvey event. The tractor will be used to pull the beach tech machine that cleans and rakes the sand. It will be operated by the Parks and Recreation Department's Beach Division for beach cleanup operations by Beach Operations staff members. ALTERNATIVES: No alternatives OTHER CONSIDERATIONS: None 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. DEPARTMENTALCLEARANCES: Gulf Beach Maintenance 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 $816,739.19 $816,739.19 This item $74,960.90 $0.00 $74,960.90 BALANCE $212,828.21 $0.00 $212,828.21 Fund(s): State Hot Beach Comments: None RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet CITY OF CORPUS CHRISTI PRICE SHEET PURCHASING DIVISION KUBOTA TRACTOR BUYER: MINERVA ALVARADO BUYBOARD CONTRACT: 529-17 EWALD KUBOTA Corpus Christi,Texas ITEM DESCRIPTION COST QUANTITY EXTENDED TOTAL 1 M6-111 DTC-F 4WD Farm Tractor $74,960.90 1 $74,960.90 TOTAL $74,960.90 SC GO F AGENDA MEMORANDUM U NCogppppSEo Future Item for the City Council Meeting of April 10, 2018 1852 Action Item for City Council Meeting of April 17, 2018 DATE: April 10, 2018 TO: Margie C. Rose, City Manager FROM: E. Jay Ellington, Director of Parks and Recreation Department JayEll(a�cctexas.com (361) 826-3464 Jim Davis, Director of Asset Management jimd(d_)_cctexas.com (361) 826-1909 Kim Baker, Assistant Director of Financial Services-Purchasing Division KimB2Ca)-cctexas.com (361) 826-3169 Purchase of Utility Terrain Vehicles for Parks and Recreation CAPTION: Motion authorizing the purchase of four Kubota RTV-X9000-A utility terrain vehicles and three Kubota RTV-X900H-W for $118,263 from Ewald Kubota, of Corpus Christi, Texas. PURPOSE: This item is to approve the purchase of utility terrain vehicles for Parks and Recreation. BACKGROUND AND FINDINGS: The vehicles will be utilized by the City of Corpus Christi Park Operations Division for their daily operations. Two units are replacements for units currently used by the North Beach Maintenance crew to perform sanitation and landscaping services. One unit is an addition to the fleet to be used on North Beach by the Parks Enforcement Office to patrol North Beach. The other units are for Beach Operations to be used by the lifeguards on McGee beach, beach cleanup efforts on the Gulf beaches and beach permit sells staff. Two units are being funded from General Fund, and five units are funded from the State HOT Fund. The Purchasing Division advertised and released RFB No. 283 to solicit bids. One company submitted a bid; staff conducted an online price comparison looking at Kubota Tractor Company and KubotaUSA.Com and as has established that the bid submitted was fair and reasonable. Staff recommends award to Ewald Kubota. 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 DEPARTMENTALCLEARANCES: 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 $368,288.30 $0.00 $368,288.30 Encumbered / Expended Amount $132,040.30 $0.00 $132,040.30 This item $118,263.00 $0.00 $118,263.00 BALANCE $117,985.00 $0.00 $117,985.00 Fund(s): General and 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. 283 BUYER: ROBERTA ORTIZ UTILITY TERRAIN VEHICLES FOR PARKS AND RECREATION Ewald Kubota Corpus Christi,Texas UNIT EXTENDED ITEM DESCRIPTION Unit Qty PRICE PRICE 1 Kubota RTV-X900G-A Utility Terrain Vehicle EA 4 $16,413.00 $65,652.00 2 Kubota RTV-X900H-W Utility Terrain Vehicle EA 3 $17,537.00 $52,611.00 TOTAL: $118,263.00 se o� � v AGENDA MEMORANDUM NOORP08 IEO Future Item for the City Council Meeting of April 10, 2018 1852 Action Item for the City Council Meeting of April 17, 2018 DATE: April 10, 2018 TO: Margie Rose, City Manager FROM: Laura Garcia, Director of Libraries LauraGa(c�cctexas.com (361) 826-7070 Kim Baker, Assistant Director of Financial Services kimb2(a)-cctexas.com (361) 826-3169 Magazine and Newspaper Subscriptions Service Agreement CAPTION: Motion authorizing a five-year service agreement for magazine and newspaper subscriptions with W.T. Cox Information Services, from Shallotte, North Carolina, via BuyBoard for a total amount not to exceed $70,000. PURPOSE: This service agreement will provide continuous delivery of current subscriptions of magazines and newspapers to the City's six libraries. BACKGROUND AND FINDINGS: W.T. Cox Information Services provides magazine and newspaper subscriptions to all six locations for the Corpus Christi Public Library Department. The annual subscription order system allows the libraries to be more efficient in time, delivery, and cost while providing most of the current magazine and newspaper subscriptions to the library patrons. 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. DEPARTMENTALCLEARANCES: Library FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget $483,177.07 $56,279.54 $539,456.61 Encumbered / Expended Amount $379,326.91 $0.00 $379,326.91 This item $13,720.46 $56,279.54 $70,000.00 BALANCE $90,129.70 $0.00 $90,129.70 Fund(s): General Comments: The contract is for five years, with $13,720.46 budgeted in FY17-18. The subsequent four contract years for a total of $56,279.54 will be budgeted during the future year's budget process, bringing the total contract value to $70,000. RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Price Sheet ,mUS c� 0 � yCOq µk E 2852 MEMORANDUM To: Margie C. Rose, City Manager ] Thru: Keith Selman, Assistant City Manager From: Laura Garcia, Library Director 4 Date: April 11, 2018 Subject: Library— Magazine and Newspaper Subscriptions Issue/Problem: City Council wants to ensure that library subscriptions to newspapers and magazines provide balanced perspectives. Background & Findings; The Corpus Christi Public Library system is cognizant of the need to provide resources that offer different viewpoints. Newspaper and magazine subscriptions offered are driven to a large extent by customer demand; however, some are selected based on being standard to a library environment. Subscriptions consist of 119 unique titles for a total of 182 subscriptions; some titles are offered at multiple locations. The following is a brief outline of some of the areas of interest: Financial: Barron's, Bloomberg Business Week, Investor's Business Daily, Kipling's, Money, ValueLine Investments and Wall Street Journal. News: Mother Jones, National Review, Time. Newspapers: Austin American-Statesmen, New York Times, San Antonia Express-News, Victoria Advocate, USA Today. The Caller-Times, Coastal Bend Daily and Nueces Record Star are direct subscriptions. Science: Discover, National Geographic, Popular Mechanics, Popular Science, Smithsonian, Scientific American, Wired. Texas: Southern Living, Texas Highways, Texas Historian,Texas Monthly, Texas Parks and Wildlife Conclusion„1'Recommendations: Recommendations from the public are always welcomed. Titles are adjusted on an annual basis. CITY OF CORPUS CHRISTI PRICE SHEET PURCHASING DIVISION MAGAZINE AND NEWSPAPER SUBSCRIPTIONS BUYER: ROBERTA ORTIZ FOR LIBRARIES BUYBOARD CONTRACT: 531-17 W.T.COX INFORMATION SERVICES Shallotte, North Carolina CURRENT ANNUAL ITEM DESCRIPTION SUBSCRIPTION COST YEARS EXTENDED TOTAL 1 Dr. Clotilde Garcia Public Library $1,780.41 5 $8,902.05 2 Janet F. Harte Public Library $1,366.98 5 $6,834.90 3 Owen R. Hopkins Public Library $2,073.75 5 $10,368.75 4 Anita&WT Neyland Public Library $3,006.171 5 $15,030.85 5 Ben F. McDonald Public Library $832.691 5 1 $4,163.45 6 La Retama Central Library $4,660.461 5 1 $23,302.30 7. Additional publication allowance $1,397.701 1 $1,397.70 TOTAL $70,000.00 SC 0 > SERVICE AGREEMENT NO. 1569 U Magazine and Newspaper Subscriptions bO RPOR Af� 1852 THIS Magazine and Newspaper Subscriptions Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and W.T. Cox Information Services ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide magazine and newspaper subscriptions 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 magazine and newspaper subscriptions ("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 60 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 $70,000.00, subject to approved extensions and changes. Payment will be made for Services completed and accepted by the City within 30 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance with the attached Bid/Pricing Schedule, as shown in Attachment B, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. 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 12/15/17 Name: Gabby Salazar Department: Library Phone: (361 ) 826-7015 Email: GabbySCcctexas.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. Service Agreement Standard Form Page 2 of 7 Approved as to Legal Form 12/15/17 (A) 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. (B) 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. Service Agreement Standard Form Page 3 of 7 Approved as to Legal Form 12/15/17 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: Gabby Salazar Title: Sr. Management Assistant Address: 805 Comanche Street, Corpus Christi, Texas 78401 Phone: (361 ) 826-7015 Fax: (361 ) 826-7046 IF TO CONTRACTOR: W.T. Cox Information Serivices Attn: Debi Knox Title: Director of Contract Administration Address: 201 Village Road, Shallotte, North Carolina 28470 Phone: (800) 571-9554 Fax: (877) 755-6274 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, Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form 12/15/17 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, 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; Service Agreement Standard Form Page 5 of 7 Approved as to Legal Form 12/15/17 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. 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 12/15/17 CONTRACTOR Signature: &.,49Jh�`�(V1_� Printed Name: Debra M.Knox Title: Director of Contract Administration Date: 3-12-2018 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. N/A Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 7 of 7 Approved as to Legal Form 12/15/17 Attachment A: Scope of Work 1 . Scope of Work A. Contractor will provide and deliver various magazine and newspaper subscriptions as selected by the Contract Administrator. B. Subscriptions will consist of Print, Digital and/or Online versions. 2. Delivery Locations A. Anita & W.T. Neyland Public Library: 1230 Carmel Parkway, Corpus Christi, TX 78411 B. Ben F. McDonald Public Library: 4044 Greenwood Drive, Corpus Christi, TX 78416 C. Dr. Clotilde Garcia Public Library: 5930 Brockhampton St., Corpus Christi, TX 78414 D. Janet F. Harte Public Library: 2629 Waldron Rd., Corpus Christi, TX 78418 E. La Retama Central Library: 805 Comanche St., Corpus Christi, TX 78401 F. Owen R. Hopkins Public Library: 3202 McKinzie Rd., Corpus Christi, TX 78410 3. Additional Publication Allowance An allowance of $1,397.70 has been added to be used at the Contract Administrator's discretion to add subscriptions as needed during the term of the contract for the public libraries listed above. Page 1 of 1 Attachment B: Bid/Pricing Schedule ORGANIZATION ORDER SUMMARY ,�Wl COX Or anization Number 1614058 Information Services 201 Village Road Date Shallotte,NC 28470 01/23/2018 1-800-571-9554 Fax: 1-877-755-6274 FED ID:56-1352557 DUNS:084174804 Customer Service Specialist:shannon@wtcox.com BILL TO: CITY OF CORPUS CHRISTI Accounting Division City of Corpus Christi P.O. Box 9277 Corpus Christi TX 78469 Order ID Customer Account Subscriptions Total List Total Rate 4716961 DR CLOTILDE GARCIA PUB LIB 2068476 19 $2,070.24 $1,780.41 4716963 JANET F HARTE PUBLIC 2068474 26 $1,589.51 $1,366.98 4716964 OWEN R HOPKINS PUB LIB 2068475 28 $2,411.34 $2,073.75 4716965 AN ITA&WT N EYLAN D PUB LIB 2068473 30 $3,495.55 $3,006.17 4716967 BEN F MCDONALD PUB LIB 2077704 21 $968.24 $832.69 4716969 LA RETAMA CENTRAL LIBRARY 2068472 58 $5,419.14 $4,660.46 Total List $15,954.02 Total Rate **$13,720.46 THIS IS NOT AN INVOICE "This summary breakdown is for subscriptions starting May 2018 - April 2019, the overall cost of various publications will vary each subscription year. There is an allowance of $1,397.70 for additional pubicatons to be added at any of the publice libraries listed if so requested by the Contract Administrator. Page 1 of 1 Attachment C: Insurance and Bonds Requirements Insurance and Bonds are not required for this service agreement. Page 1 of 1 Attachment D: Warranty Requirements Warranty Section 8. Warranty. (B) does not apply to this service agreement. Page 1 of 1 se GO O Va. v AGENDA MEMORANDUM NORROPpEO Future Item for the City Council Meeting of April 10, 2018 1852 Action Item for the City Council Meeting of April 17, 2018 DATE: April 10, 2018 TO: Margie C. Rose, City Manager FROM: Fred Segundo, Director of Aviation Fred S a)..cctexas.com (361) 826-3932 Kim Baker, Assistant Director of Financial Services-Purchasing Division KimB2�cctexas.com (361) 826-3169 Inspection, Preventive Maintenance and Repairs for Automatic Sliding Doors Service Agreement for CCIA for Two Years, with Two One-year Options and a Total Potential Multi-Year not to Exceed Amount of $190,320 CAPTION: Motion authorizing a two-year service agreement with Door Direct of Corpus Christi, Texas to provide Automatic Door services and repairs for Corpus Christi International Airport (CCIA) for a total amount not to exceed $95,160, with two one-year options allowing a total potential multi-year not to exceed amount of $190,320. PURPOSE: The Service Agreement will ensure prompt service when problems with any of the Automatic Doors Systems arise. BACKGROUND AND FINDINGS: All CCIA automated doors are essential for the daily operations of the airport. These automated doors are in constant use and essential to facilitation of pedestrian luggage transportation in and out of the airport terminal. All automated doors must remain fully functional to minimize the possibility of rerouting baggage towing pedestrian traffic to other doors in the terminal. Fully functional automated doors insure the seamless flow of pedestrian traffic to and from aircraft, automobiles, ticketing and rental car agencies. Ultimately, the automated door service agreement will help insure the continuous function of the doors while increasing the reliability of each door safety mechanism to pedestrian traffic. The Purchasing Division conducted a competitive Request for Bid process to obtain bids for a contract. The City received one responsive, responsible bid and is recommending the award to Door Direct. Door Direct labor rates are competitive with other automated door service companies in the Corpus Christi, Texas area, with a labor rate of $90 per hour. Labor rates range from $65 to $166. 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: Facilities FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2017- 2018 Current Year Future Years TOTALS Line Item Budget $155,725.27 $75,335 $231060.27 Encumbered / Expended Amount $102,467.46 $102,467.46 This item $19,825 $75,335 $95,160 BALANCE $33,432.81 $0 $33,432.81 Fund(s): Airport Comments: The initial contract is for an amount not to exceed $95,160, of which $19,825.00 is funded in FY2017-2018 budget. The total contract value will be $190,320 if all option years are executed. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Bid Tabulation /JtFci/dri4 E/WC .4 941 Ijil■ tj'rY uFE46JM$■ vrC s&d LmUl if t'rto■mdbs a Aam4i's e vA:M adnl j AAJ{,j4}6cdrE FCl/L . 069.q Ar.°+{uAH 16".5sf 5cdn5 "1 C /dr4 E/ qm LA 591" ■ i 9C P&{A.■ a A4HA "'Os I it AU I #,eteeetee ys #=,teeetee [X.ir m6 591" v6 s bd 'rE a Glee y§ee I w{ e `'etas sdieeetee 128M A Joe 4T—1 C lwP I w{ "� s�utee � ssd yceetee VZlSY ■ t'rS�■ "a iPars{s'- sE p5 l ■ U v G U s IiZlSY ■t'rso�rr "a G"I' a..CRsu �eetee �f�eetee $ 95,160.00 mus ar 00 � 0 �A > SERVICE AGREEMENT NO. 1478 U Inspection, Preventive Maintenance and Repair Services yO RPOR A 1852 for Automatic Sliding Doors at CCIA THIS Inspection, Preventive Maintenance and Repair Services for Automatic Sliding Doors at CCIA Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Door Direct ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Inspection, Preventive Maintenance and Repair Services for Automatic Sling Door at CCIA in response to Request for Bid/Proposal No. 1478 ("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 Inspection, Preventive Maintenance and Repair Services for Automatic Sliding Doors at CCIA ("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 24 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 two additional 12-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 $95,160.00, 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. 4. Contract Administrator. The Contract Administrator designated by the City is responsible for approval of all phases of performance and operations under this Service Agreement Standard Form Page 1 of 7 Approved as to Legal Form 12/15/17 Agreement, including deductions for non-performance and authorizations for payment. The City's Contract Administrator for this Agreement is as follows: Name: Gabriel Anton Department: Aviation Phone: (361 )-289-0171 Email: GabrielA2@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. Service Agreement Standard Form Page 2 of 7 Approved as to Legal Form 12/15/17 8. Warranty. (A) 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. (B) 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. Service Agreement Standard Form Page 3 of 7 Approved as to Legal Form 12/15/17 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: Gabriel Anton Title: Facilities Manager Address: 1000 International Drive, Corpus Christi, Texas - 78406 Phone: (361 )-289-0171 Fax: IF TO CONTRACTOR: Doors Direct Attn: Tim Mohl Title: President Address: 4833 Saratoga Blvd # 609, Corpus Christi, Texas - 78413 Phone: (361 )-887-1894 Fax: (361)-887-9543 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 Service Agreement Standard Form Page 4 of 7 Approved as to Legal Form 12/15/17 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, 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: Service Agreement Standard Form Page 5 of 7 Approved as to Legal Form 12/15/17 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. 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 12/15/17 CONTRACTOR Signature: Printed Name: Title: Date: CITY OF CORPUS CHRISTI Signature: Printed Name: Title: Date: Attached and Incorporated by Reference: Attachment A: Scope of Work Attachment B: Bid/Pricing Schedule Attachment C: Insurance and Bond Requirements Attachment D: Warranty Requirements Incorporated by Reference Only: Exhibit 1 : RFB/RFP No. 1478 Exhibit 2: Contractor's Bid/Proposal Response Service Agreement Standard Form Page 7 of 7 Approved as to Legal Form 12/15/17 Attachment A Scope of Work 1.1 General Reg uirements/Background Information The Contractor shall provide Inspection, Preventative Maintenance and Repair services for automatic doors at the Corpus Christi International Airport (CCIA). Services shall be provided at 1000 International Drive, Corpus Christi, Texas, 78406. Services shall include eight automated sliding doors on l st floor terminal area and two automated sliding doors are on the Federal Inspection Station(FIS) section. 1.2 Scope of Work Contractor shall furnish all labor, supervision, parts, supplies, materials, tools and equipment necessary to inspect, maintain and repair/replacement services for all automatic doors identified on the airport. All automatic sliding doors are Horton - 2003 A. Preventive Maintenance/ Inspection: Preventive Maintenance/Inspection shall be done on a monthly basis. The Contractor shall create a schedule for the services by coordinating with the Contract Administrator. Contractor shall perform maintenance/inspection thoroughly. Contractor shall perform preventive maintenance including but not limited to remove dirt and apply grease to all visible areas including internal parts of header section. The Contractor should lubricate all parts of the door requiring lubrication with lubricants of a grade recommended by the manufacturer. Inspection is not limited to safety components, operation of doors and closing force of doors, motors, belt, gears, electronic board, rollers, guide pins, door headers and door threshold for worn elements. Contractor shall immediately notify the Contract Administrator in writing of any conditions in which the Contractor's opinion, are detrimental to the equipment, ancillary components and/or will cause a failure in the equipment, or will diminish the operating capabilities of the door. The Contractor shall assume responsibility for repairs resulting from his/her failure to inform the Contract Administrator of obvious conditions which can, do or will result in damage to the door. B. Repair or Replacement: Contractor shall be responsible for providing labor, trouble shooting of parts, purchase of new parts, and installation of parts. In the event of a repair, Contractor shall receive Work order. The contractor shall develop an estimate for the repair, potential alternatives, and option of repair versus replacement. The Contract Administrator will review the Contractor's repair or replacement proposal prior to work being performed. The City of Corpus Christi shall reserve the right to purchase replacement parts and materials from other sources. Page 17 of 20 C. Emergencies: Contractor shall provide on-call services within four hours of receiving an Emergency call. The Contractor shall perform routine and emergencies during normal working hours - Monday to Friday 8:00am to 5:00pm. Contractor shall take permission from Contract Administrator before commencing work afterhours. Afterhours includes working hours from 5:00 PM to 8:00 AM, Saturdays, Sundays and Holidays. If the contractor fails to respond to the emergencies, $200 will be credited to the next monthly billing. D. Reports: Contractor shall submit written reports for each location in duplicate, one copy to the Contract Administrator. The Contractor shall provide monthly reports of all Inspection, Preventive Maintenance and Repair. Reports shall include both emergency and routine work. The Contractor shall include a copy of all work order forms, clearly identifying the location, a description of work performed and a list of parts, materials and supplies required to complete the work. The reports shall describe the condition of the equipment and all components at each location including a detailed listing of items identified because of maintenance operations. The reports shall include pertinent information deemed necessary by the Contract Administrator for the reporting period. E. SERVICE PERSONNEL: Contractor shall employ sufficient full-time service personnel to perform services outlined in this contract (repair, replace, maintain, lubricate, adjust and perform preventative maintenance). Personnel shall be skilled in the execution of all repair and maintenance services which may become necessary to fulfill the terms of the contract during the term of the contract. F. Recordkeeping: The Contractor shall establish and maintain a log delineating complete and accurate records of all inspection, preventative maintenance operations, repairs (including emergency calls), parts, materials and supplies for each door by location for the term of the Contract. The Contractor shall update said logs after each service defined in the contract. G. Inventory: The Contractor shall keep an inventory of the materials, parts, tools and equipment required to perform preventive maintenance, repair and Inspection. The cost associated with the storage of the inventory shall be the responsibility by Page 18 of 20 the Contractor. The Contractor shall keep an inventory of the door parts, including but not be limited to: motors, belts, rollers, sensors, breakout pins, electrical connections and threshold guide strips. 1.3 Contractor Quality Control The Contractor shall establish, follow and maintain a complete Quality Control Program for identifying and correcting deficiencies in the services performed before the level of service becomes unacceptable. Quality control program shall be acceptable to the Contract Administrator to assure that the requirements of the Contract are provided as specified. 1.4 Special Instruction A. The Contractor shall barricade or place cones around the work area before commencing of inspection, maintenance and repair. The Contractor shall take special measures to safeguard the area while services are being performed Contractor shall be responsible to bring the doors to a normal safe operation state after repair. B. Following scheduled maintenance and/or repair operations, Contractor shall clean the work area including doors when services are completed. C. The Contractor shall be responsible for verifying proper function of door before completion of inspection, maintenance and repair. Page 19 of 20 Attachment B Bid/Pricing Schedule opus c CITY OF CORPUS CHRISTI BID FORM PURCHASING DIVISION RFB No. 1478 Inspection, Preventive Maintenance and Repairs for Automatic Sliding Doors at CCIA PAGE I OF I Date: Authorized Bidder: -464,)A Ar As i Signature: 1. Refer to "Instructions to Bidders" and Contract Terms and Conditions before completing bid. 2. Quote your best price for each item. 3. In submitting this bid, Bidder certifies that: a. the prices in this bid have been arrived at independently, without consultation, communication, or agreement with any other Bidder or competitor, for the purpose of restricting competition with regard to prices. b. Bidder is an Equal Opportunity Employer, and the Disclosure of Interest information on file with City's Purchasing office, pursuant to the Code of Ordinances, is current and true. c. Bidder is current with all taxes due and company is in good standing with all applicable governmental agencies. d. Bidder acknowledges receipt and review of all addenda for this RFB. Item Description UNIT Estimated Unit Total Price QTY Price I Inspection/Preventive Month 24 Maintenance *0 91C 0 2 Labor for Repair HRS 300 OF!- Normal Working hours Labor for Repair HRS 120 Afterhours, Weekends and Holidays Estimated Markup Total Price Spend % 3 Parts $40,000 Mark up shall not be greater ,� 000 than 12% Total Price 0 Attachment C Insurance Requirements CONTRACTOR'S LIABILITY INSURANCE 1 . Contractor must not commence work under this agreement until all insurance required herein has been obtained and approved by the City's Risk Manager or designee. Contractor must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been so obtained. 2. Contractor must furnish to the Risk Manager and Assistant Director, Office of Strategic Management, two (2) copies of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the Risk Manager or designee. The City must be listed as an additional insured for the General Liability 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 Per occurrence - aggregate change 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 Contractors 6. Personal Injury- Advertising Injury BUSINESS AUTOMOBILE LIABILITY $1,000,000 Combined Single Limit 1 . Owned 2. Hired & Non-owned 3. Rented & Leased WORKERS' COMPENSATION Statutory and complies with Part II of (All States Endorsement if Company is not this Exhibit. domiciled in Texas) Employer's Liability $500,000 / $500,000 / $500,000 3. In the event of accidents of any kind related to this project, Consultant must furnish the Risk Manager with copies of all reports of such accidents within 10 days of the accident. Additional Requirements - 1 . Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in 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 replacement Certificate of Insurance to City at the address provided below within 10 days of any change made by the Contractor or as requested by the City. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Management P.O. Box 9277 Corpus Christi, TX 78469-9277 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 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 calendar days advance written notice for nonpayment of premium. 5. Within five calendar days of a cancellation, non-renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 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 Consultant 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 agreement. 2017 Insurance Requirements Airport Automatic Doors Service and Repairs 10/19/2017 SW Risk Management 1 Attachment D Warranty Requirements A. The Contractor shall provide a 12-month or manufacturer warranty for all new materials/parts and 6 months warranty on workmanship. B. Warranty shall commence on the date of acceptance of the work by the City. The Contractor shall correct or replace any defects found in materials/parts provided or for the correction of faulty workmanship. SC GO O Va. v AGENDA MEMORANDUM NORROPp�EO Future Item for the City Council Meeting of April 10, 2018 1852 Action Item for the City Council Meeting of April 17, 2018 DATE: February 22, 2018 TO: Margie C. Rose, City Manager FROM: Mike Culbertson, COO/CCREDC (361) 882-7448 mculbertson@ccredc.com Approving the revisions to the Type A Guidelines adopted in 2018 CAPTION: Approving the Corpus Christi Business and Job Development Corporation's amended Guidelines and Criteria for granting Business Incentives PURPOSE: Approval of the Type A guidelines as required by the statute BACKGROUND AND FINDINGS: The economic development sales tax was created in 2002 as a ballot measure, Proposition No.2. The ordinance that placed this proposition on the ballot created a contract with the voters promising that the funds would only be used for education/skills development, business development/incubation, and jobs. Section 8 subsection b) states: Business Development/Incubation. These funds will be used to develop programs and facilities that assist small and start-up companies that have the ability to produce jobs for the future. The Corpus Christi Business and Job Development Corporation Guidelines and Criteria for Granting Business Incentives were most recently amended on December 20, 2016. These guidelines provide criteria for the expenditure of economic development funds within the parameters set by the 2002 ordinance. The guidelines define "Small Business" as a primary employer that employs 49 or fewer full time employees. A request to allow larger companies to participate in the internship program was brought to the Board as part of the most recent amendment to leverage the training programs that were funded by the Board. This change allowed for internships under subsection a), the Education/Skills Development portion of the originating ordinance, which reads: Education/Skills Development. These funds will be used to make grants to companies and organizations to provide training, retraining and education to insure the knowledge and skills required for the jobs of the future are in place. The change to the guidelines at that time included a provision to allow large companies to participate in the internship program if they were for a training program that had received grants from the Board. These included aviation skills and process technology. It left open other training programs that may be funded in the future. The revisions to the section 8 was the addition of subparagraph (h) Section 8. Education/Skills Development. (h) Grants for internships made through the Education/Skills Development portion of the sales tax fund must meet following requirements: • Requests must be made through the application process adopted for all other business applicants. • The internships must target job skills that are currently needed or will become needed within the next three years as identified by WorkForce Solutions, Inc. • The companies using interns must pay a portion of the wage and applicable FICA payroll tax portion • The internship must be through an approved academic or training program • The grant agreement will be with that academic or training program. • The grant recipient must implement a program to educate companies that can make use of interns, of the program specifics and how those companies may participate. Internships have been funded by the Type A Board since 2008 using funds that are set aside for small business assistance. Small businesses request interns through Del Mar College or Texas A&M University— Corpus Christi. The Type A grant agreements with Del Mar College and with Texas A&M University-Corpus Christi are limited to small business. The company pays the intern $14.25/hour. The company then requests a reimbursement of the Type A side of the grant which is $5.00/hour plus that portion of FICA. The Board could allow large businesses to participate in the internship program by amending the guidelines under the Education/Job Training section by deleting the second bullet from Section 8 subsection (h). That bullet reads: • The internships must target job skills that are currently needed or will become needed within the next three years as identified by WorkForce Solutions, Inc. Once the change to the guidelines is approved, the agreements with Texas A&M University— Corpus Christi and Del Mar College will need to be amended to remove the limitation that the funds only be used for internships with small businesses. The Type A Board voted to amend the guidelines at the February 19, 2018 meeting. ALTERNATIVES: Council may decide not to alter the Type A guidelines OTHER CONSIDERATIONS: There would have to be safeguards in place to ensure small businesses are still being served. The agreements would need to state that all small business applicants must be served before large business applications are considered. To prevent the large businesses from using all of the interns and leaving small businesses without, we would suggest a provision requiring that a preference be given to small business applicants in the programs. Neither Del Mar College nor Texas A&M University have used all of their grant money in recent years. There has been almost $500,000 of their grants that were not spent. CONFORMITY TO CITY POLICY: This project is consistent with the City's stated goals of promoting economic development and incentivizing business to expand and thrive in Corpus Christi. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTALCLEARANCES: Corpus Christi Business and Job Development Corporation (Type A Board) 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 Encumbered / Expended Amount This item BALANCE RECOMMENDATION: Staff recommends approval of the revision to the Type A guidelines. LIST OF SUPPORTING DOCUMENTS: Resolution Draft Type A Guidelines Page 1 of 16 Resolution Approving the Corpus Christi Business and Job Development Corporation's amended Guidelines and Criteria for granting Business Incentives WHEREAS, the Board of Directors, Corpus Christi Business & Job Development Corporation, on February 19, 2018, adopted an amendment to the Corporation's Guidelines and Criteria for Granting Business Incentives, which deleted a requirement in the Education/Skills Development portion of the guidelines (a copy of the amendment is attached to and incorporated into this resolution as Exhibit A); and WHEREAS, the City's Incentive Policies need updating to reflect the amendment to the Corporation's Guidelines and Criteria; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The amendment to the Guidelines and Criteria for granting Business Incentives for the Business & Job Development Corporation (Type A) in the City of Corpus Christi is approved. A copy of the revised guidelines is attached to and incorporated into this resolution as Exhibit A. This resolution takes effect upon City Council approval on this the day of , 2018. 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: @BCL@B40DDF03.docx Page 2 of 16 Joe McComb Rudy Garza Paulette Guajardo Michael Hunter Debbie Lindsey-Opel Ben Molina Lucy Rubio Greg Smith Carolyn Vaughn @BCL@B40DDF03.docx Page 3 of 16 EXHIBIT A @BCL@B40DDF03.docx Page 4 of 16 CORPUS CHRISTI BUSINESS & JOB DEVELOPMENT CORPORATION GUIDELINES & CRITERIA FOR GRANTING BUSINESS INCENTIVES WHEREAS, the attraction of long-term investment and the establishment of new primary jobs in Corpus Christi would enhance the City's economic base bringing new revenues into the economy; and, WHEREAS, Corpus Christi must compete with other communities across the nation currently offering a variety of business incentives to attract new jobs and business; and, WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now codified as Subtitle C1, Title 12, Texas Local Government Code, ("the Act"), empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 5, 2002, residents of the City of Corpus Christi ("City") passed Proposition 2, New and Expanded Business Enterprises, which authorized the adoption of a sales and use tax for the promotion and development of new and expanded business enterprises at the rate of one-eighth of one percent to be imposed for 15 years; WHEREAS, under Proposition 2 and as required by Ordinance 024952, funds approved for the promotion and development of new and expanded business enterprises can only be used for the following Projects and no others: a) Education/Skills Development. These funds will be used to make grants to companies and organizations to provide training, retraining and education to ensure the knowledge and skills required for the jobs of the future are in place. b) Business Development/Incubation. These funds will be used to develop programs and facilities that assist small and start-up companies that have the ability to produce jobs for the future. c) Jobs. These funds will be used to assist companies in the creation of meaningful, wealth producing jobs (jobs that bring in dollars from outside of the community) in Corpus Christi. Funds would be available to both existing and new companies. WHEREAS, the 1/8th cent sales tax authorized by passage of Proposition 2 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2003, to be administered by the City's Section Type A board of directors (Corpus Christi Business and Job Development Corporation Board); and, WHEREAS, to assure a common, coordinated effort to promote economic development, these Guidelines and Criteria have been circulated among the City of Corpus Christi, other governmental entities, the Corpus Christi Regional Economic Development Corporation, area chambers of commerce and the Corpus Christi community in general for consideration; NOW, THEREFORE, BE IT RESOLVED by the Corpus Christi Business and Job Development Corporation that these Guidelines and Criteria for Granting Business Incentives be adopted: @BCL@B40DDF03.docx Page 5 of 16 Section 1. Definitions. (a) "Agreement" means a contractual agreement between a property owner and/or lessee within the City of Corpus Christi City Limits and the "Corporation" for the purposes of granting business incentives. (b) "Basic Manufacturing or Service Facility" means buildings and structures, including fixed machinery and equipment not elsewhere described, used or to be used for the production of products or services. (c) "Board" means the Corpus Christi Business and Jobs Development Corporation Board (Section 4A Board) as established by "City" Resolution 024233 and pursuant to the "Act". (d) "Business Incubator" means a program established with the primary objective of improving the potential success of emerging primary employers, preferably through the transfer or application of technology, and in doing so, creates jobs, ensures self-sufficiency and invigorates the local economy. Through such programs, small business owners typically have access to assistance which might include items such as rental space, administrative support services, on- site business consulting, workshops, enterprise facilitation, and business management seminars. (e) "Capital Investment" means the increase in the assessed value of an eligible property as a result of"expansion" or "modernization" of an "existing facility" or construction of a "new facility." It does not mean or include "deferred maintenance". (f) "City" means the City of Corpus Christi, Texas. (g) "CCREDC "means the Corpus Christi Regional Economic Development Corporation which serves as a professional economic development advisor to the City, the Corporation, and the Board: (h) "Corporation" means the City of Corpus Christi Business and Job Development Corporation established by "City" Resolution 024233. (i) "Deferred Maintenance" means improvements necessary for continued operations which do not improve productivity or are performed to meet regulatory obligations. (j) "Economic Driver" means a project that will add at least 50 full time employees and at least 50% of their sales and revenue come from outside a 50 mile radius from the intersection of Staples Street and Leopard Street. These revenues will increase the wealth of the area. (k) "Economic Life" means the number of years a property improvement is expected to be in service in a "facility". (1) "Executive Director" means the chief executive officer for the "Corporation," or his/her designated representative. (m) "Expansion" means the addition of buildings, structures, fixed machinery or equipment for the purposes of increasing capacity. @BCL@B40DDF03.docx Page 6 of 16 (n) "Facility" means property improvements completed or in the process of construction which together compromise an integral whole, as well as new fixed machinery or equipment. (o) "Jobs" means employment of a full time employee, contractor, consultant, or leased employee who has a home address in the Corpus Christi MSA. (p) "Living wage" means the annual amount determined by the U.S. Department of Health and Human Services for the Corpus Christi area as being at the poverty level for a family of three, divided by 2,080 hours per year. (q) "Modernization" means the replacement and upgrading of existing "facilities" which increase the productive input or output, updates the technology or substantially lowers the unit cost of the operation, and extends the economic life of the "facilities". Modernization may result from the construction, alteration or installation of buildings, structures, fixed machinery or equipment. It shall not be for the purpose of reconditioning, refurbishing, repairing or completion of"deferred maintenance". (r) "New Facility" means a property previously undeveloped which is placed into service by means other than or in conjunction with an "expansion" or "modernization". (s) "Owner" means the owner of a "facility" or "program" subject to business incentives. If the "facility" is constructed on a leased property, the owner shall be the party which owns the property subject to the business incentive. The other party to the lease shall join in the execution of the "agreement" but shall not be obligated to assure performance of the party receiving business incentive. (t) "Petrochemical Facility" means buildings and structures, including fixed machinery and equipment, the primary purpose of which is or will be the manufacture or processing of petrochemicals or fuels by physical or chemical change. (u) "Primary Employer" means a business in which at least 50% of its goods and/or services are sold to customers that are located more than 50 miles from the intersection of Staples Street and Leopard Street and (1) whose goods and/or services are in one of the following two-digit NAICS codes 31-33 Manufacturing; 42 Wholesale Trade; 48-49 Transportation and Warehousing; 52 Finance and Insurance; 54 Professional and Technical; or 55 Management of Companies; or (2) which is a supplier of who supplies at least 50% of its non-retail goods and/or services to local primary employer(s) that are located within a 50 mile radius away. Professional services companies qualifying for incentives must have more than 50% of their contract work (i.e. the location where the physical work/construction/manufacturing, etc. resulting from the professional services is done) located outside of a 50 mile radius of the region. The inability of a company to satisfactorily document the "primary" nature of the jobs shall be deemed ineligible for this incentive agreement payments. (v) "Project Agreement" means the agreement made by and between the "City" and the "Corporation" which assigns responsibilities for jointly carrying out each "agreement" to assure that funds are used for authorized purposes. City execution of the Project Agreement shall be in the form of an adopted Resolution by the City Council of the City. (w) "Regional Distribution Center Facility" means buildings and structures, including fixed machinery and equipment, used or to be used primarily to receive, store, service or distribute @BCL@B40DDF03.docx Page 7 of 16 goods or materials owned by the Facility operator where a majority of the goods or services are distributed to points beyond a 50 mile radius of Nueces County. (x) "Regional Telecommunications/Data Processing Center Facility" means buildings and structures used or to be used primarily for the provision of telecommunication or data processing services by the Facility operator where a majority of the services are provided to points beyond a 50 mile radius of Nueces County. (y) "Research and Development Facility" means buildings and structures used or to be used primarily for the purpose of product developmental engineering, testing and evaluation. (z) "Retention" means to retain existing primary employers so that they continue their business operation within the Corpus Christi city limits and its extraterritorial jurisdiction (ETJ). (aa) "Small Business" means an employer that employs 49 or less full time (2,080 hours/year) permanent jobs at the time of application. (ab) "Small Business Primary Employer" means a primary employer that employs 49 or less full time permanent jobs at the time of application and complies with the requirement(s) set forth under "Definitions" letter (u). Section 2. Mission & Goals (a) It shall be the mission of the Board in administration of these Guidelines and Criteria to promote, encourage and enhance the creation of jobs which expand the City tax base and economy through granting business incentives which assist in the retention, expansion and recruitment of Primary Employers. (b) The goals of the Board in administration of these Guidelines and Criteria are to: • Create and retain jobs; • Expand the City tax base and economy; • Strengthen and diversify Primary Employers within the local economy. (c) The role of the Corporation in carrying out this mission and goals is to review and approve applications for business incentives, recognizing that the Corpus Christi Regional Economic Development Corporation exists for the purpose of organizing, coordinating and leading the City's economic development efforts. CCREDC shall be responsible for accepting and processing all Type A incentive applications and forwarding to the Board and Corporation with recommendations for action. All completed applications filed with CCREDC that meets the qualifying standards of the Type A Program, and provided funds allocated and budgeted are available, will be forwarded to the Type A Board along with a recommendation on course of action. CCREDC will provide a monthly report to the Board of any application that was deemed ineligible and the reason. (d) In order to achieve a balance of the types of uses of Type A funds the following allocation shall be allotted: 50% of total for Business Incentives; 15% for Small Business Assistance programs and 35% of total for Education/Skills Development. As a best practice the Board may choose to stay within these percentages to ensure balance in the fund projects. @BCL@B40DDF03.docx Page 8 of 16 Section 3. Business Incentives Authorized. (a) Primary Employer and Small Business Primary Employer Business Incentives Authorized. Incentives granted by Agreement under these guidelines pursuant to Section 4 below may include, but are not limited to the following: • land, facilities, equipment & infrastructure grants; • loan participation/guarantees; • direct low interest loans; • rent subsidies; • relocation and moving expense grants; • job training grants/loans; • business incubation activities; and • Projects located in a tax increment reinvestment zone will be given preference. (b) Small Business Incentives Authorized. Incentives granted by Agreement for Small Business under these guidelines pursuant to Section 5 below may include, but are not limited to the following: • Small Business start-up grants/loans; • Business Incubation grants/loans; and • Business Incubator development. (c) Education Skills Development (defined below) Section 4. Primary Employer Business Incentives. (a) Authorized Facilities. A Capital Investment for a Facility may be eligible for incentives by Agreement if it creates jobs for a Primary Employer. Incentives may be granted for land or Capital Investment related to either New Facilities or improvements to existing Facilities for the purpose of Modernization, Expansion, or for Capital Investment necessary for the retention of an existing primary employer. The following types of property shall be ineligible for business incentives: inventories; supplies; tools; furnishings and other forms of movable personal property (not including capital production equipment); vehicles; vessels; aircraft; deferred maintenance investments; improvements to real property which have an economic life of less than 15 years; and, with the exception of the City of Corpus Christi, property owned or used by the State of Texas or its political subdivisions or by any organization owned, operated or directed by a political subdivision of the State of Texas. (b) Annual Certification. The Business Incentive Agreement shall require annual certification of capital investment as required by the Agreement. (c) Completion of Facility Construction. The completion of Facility construction or installation of Capital Investment shall be deemed to occur upon the earliest of the following events (as determined by the Board): • when a certificate of occupancy is issued for the project; • when commercial production of a product or provision of a service is achieved at the Facility; @BCL@B40DDF03.docx Page 9 of 16 • when the architect or engineer supervising construction issues a certificate of substantial completion, or some similar instrument; or, • two (2) years after the date of the Agreement. (d) Average Wage Requirement. In determining an incentive based on net new jobs, the following matrix shall be considered as a guiding principal for incentive reviews. New Gross Payroll Incentive per New Job for employees, leased employees, contractors, and consultants. Benefits shall not be included in the gross payroll calculations. <$30,000 per new job A maximum of$750 per net new job* $30,000 to $40,000 per new job $751 to $5,000 per new job* $40,001 to $50,000 per new job $5,001 to $10,000 per new job* >$50,000 per new job $10,001+ per new job* *up to, or not-to-exceed amounts, based on projected economic impact report and CCREDC staff recommendations. (e) For each project an economic impact report using accepted industry standards will be completed. For purposes of calculating the impact, only direct and indirect (not induced) revenue impacts shall be considered. As a guiding principle, no company creating fewer than 50 net new jobs (FTEs) should receive more than 50% of the positive economic impact value calculated and paid over a five year period. Companies creating over 50 net new jobs may be eligible to receive greater than 50% of the net positive economic impact. As a guiding principle, major employment projects (over 50 net new jobs) will have a significant city-wide economic impact and may be generally considering multiple cities or metro areas and shall be designated as Economic Driver projects. When there is clear and direct evidence that the City is in direct competition with another region for such a major project (over 50 net new jobs) the guiding principle may require the Board and City to extend incentives offers beyond 50% of the direct and indirect economic impact of the project. The CCREDC staff will present to the Board a recommendation including the summary economic impact report, based on careful analysis and negotiations with the applicant company along with a clear acknowledgement when a project may require (or has requested) incentives in excess of the 50% direct and indirect positive benefits for the project. As a further guiding principle, incentives should not exceed 100% of the direct and indirect project benefits unless clear evidence exists that the project will bring further investments or is a "game changer" deal that will significantly and positively impact the wider Corpus Christi economy. (f) Job Creation Qualification. In order to be eligible for business incentives, the planned Capital Investment must create and maintain the minimum number of 50 full-time (2,080 hours/year) permanent jobs within the agreed time of an effective date as set out in the Agreement. Annual validation of wage rates shall be provided as set forth in Section 12 (b) herein. With regard to job training, an exception to this requirement may be granted by the Board on a case by case basis. (g) Health Insurance. To qualify for incentives, a primary employer shall certify that it has offered a health insurance program that meets federal and/or state standards for its employees during the term of the Agreement. @BCL@B40DDF03.docx Page 10 of 16 Section 5. Small Business Incentives. (a) Authorized Projects/Dedicated Allocation. For projects which may not meet the requirements of Section 4 above, business incentives may also be granted to Small Business to create jobs through Small Business start-up and/or Business Incubation. On an annual basis, the Board shall budget a separate allocation for funding all small business start-up and/or business incubation incentives. (b) Wage and Job Creation Requirements. Wage and job creation requirements for Small Business start-up and Business Incubation shall be evaluated and determined by the Board on a case by case basis. (c) Each Small Business incentive application shall be accompanied by an economic impact report prepared by CCREDC and each company shall adequately report job and payroll numbers to CCREDC for reporting and compliance. The CCREDC staff shall prepare a recommendation to the Board on an appropriate course of action on levels of incentives to be offered. Section 6. Small Business Primary Employer Incentives. Authorized Projects/Dedicated Allocation. For projects which may not meet the requirements of Section 4 above, business incentives may also be granted to Small Business Primary Employers to create jobs through Small Business start-up and/or Business Incubation. On an annual basis, the Board may budget a separate allocation for funding all small business start- up, expansion, retention, and/or business incubation incentives. Section 7. Small Business Support (a) Small business support programs are programs designed to help small businesses grow in the community to create jobs. These programs may include technical assistance, business assistance, loan programs, and internships. (b) Internships will be funded at a maximum of 50% of the wage plus FICA. (c) The programs must report at a minimum; the number of interns, the companies using interns, intern duties, whether the intern received a job at that company, and whether the intern received a job in the area. Companies cannot use this as a supplement to their workforce. Interns must be used in their academic major field. Internship programs shall not be used as a substitute for permanent job or position creation. Companies cannot use interns more than two years without creating a job. If they do not create a job in that time they will be removed from the list for one year. No company shall receive an intern if another company, who has never had an intern, is requesting one. (d) Small business support program grants will not automatically be renewed; organizations must reapply annually. Section 8. Education/Skills Development. (a) Requests for education/skills development grants must be made through the application process adopted for all other business applicants. (b) EdHGatiE)R/Ski1IS DeveleprneRt pFejeGts must target jeb skills that are GUFFeRtly Reeded eF will ee years as (be) The Education/Skills Development grant must be matched by the applicant by at least 50% of the cash contributed. In-kind donations/contributions will not count toward this minimum. @BCL@B40DDF03.docx Page 11 of 16 (cd) The programs must report the number of students, the number of graduates, and their location and average salary when they are ultimately hired. Failure to do so may jeopardize future applications. (de) Economic Impact, given the unique nature of these projects, may include direct, indirect and even induced economic impact, but awarded incentive grants should be matched with the educational institution's actual cash (not in-kind) participation, or exceed 50% of the value of the economic impact. (ef) The grant shall be used for capital expenditures and not for operations. (fg) Economic impact report should be completed by an independent third party deemed acceptable by CCREDC, on behalf of the Board. Section 9. Universal Requirements. (a) Project Implementation. An authorized project funded by a business incentive under this Section must be implemented within two (2) years from the date of the Agreement. (b) Location or Residency Requirement. Facilities or land may be eligible for business incentives only in the event that any associated Capital Investment is located within the City. Property which is covered by an executed industrial district agreement shall be considered to be within the City for purposes of determining if a project meets location requirements. With regard to job training incentives, these may be eligible outside of the City only in the event that at least 51% of the jobs created during the term of the Agreement are held by residents of the City. (c) Living Wage Requirement. In order to count as a permanent full-time job under this incentive program, the job should provide a "living wage" for the employee. The target living wage under this abatement program is that annual amount equal or greater than poverty level for a family of three, established by the U.S. Department of Health and Human Services Poverty Guidelines, divided by 2,080 hours per year for that year. The City has the right to adjust the living wage target under these Guidelines and insert a specific target in each property Agreement to govern the abatement offered under that Agreement. (d) Health Insurance. To qualify for this incentive, an employer shall certify that it has offered a health insurance program for its employees during the term of the Agreement and in compliance with state and federal standards for healthcare coverage. (e) Utilization of Local Contractors and Suppliers. Developer agrees to exercise reasonable efforts in utilizing local contractors and suppliers in the construction of the Project, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency in the normal course of business, with a goal of 50% of the total dollar amount of all construction contracts and supply agreements for elements that are not owner-provided or owner affiliate-provided being paid to local contractors and suppliers within the 50 mile radius of Leopard Street and Staples Street intersection. For the purposes of this section, the term "local" as used to describe manufacturers, suppliers, contractors, and labor includes firms, businesses, and persons who reside in or maintain an office within the 50 mile radius of Leopard Street and Staples Street intersection. The Developer agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of the Developer to comply with the Local Requirement. @BCL@B40DDF03.docx Page 12 of 16 (f) Utilization of Disadvantaged Business Enterprises. Developer agrees to exercise reasonable efforts in utilizing contractors and suppliers that are determined to be disadvantaged business enterprises, including minority business enterprises women-owned business enterprises and historically-underutilized business enterprises, in the construction of elements of the Project that are not owner-provided or owner affiliate-provided. In order to qualify as a business enterprise under this provision, the firm must be certified by the City, the Regional Transportation Authority or another governmental entity in the jurisdiction of the home office of the business as complying with state or federal standards for qualification as such an enterprise. The Developer agrees to a goal of 30% of the total dollar amount of all construction contracts and supply agreements, for elements of the Project that are not owner-provided or owner affiliate-provided, being paid to disadvantaged business enterprises, with a priority made for disadvantaged business enterprises which are local. The Developer agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of the Developer to comply with the DBE Requirement. For the purposes of this section, the term "local" as used to describe contractors and suppliers that are determined to be disadvantaged business enterprises, including minority business enterprises women-owned business enterprises and historically- underutilized business enterprises includes firms, businesses, and persons who reside in or maintain an office within a 50 mile radius of Nueces County. (g) Insurance Requirements. Each recipient of business incentives shall carry worker's compensation insurance and other appropriate insurance coverage as the Board may determine is appropriate and required in the Business Incentive Agreement. Section 10. Application. (a) Written Application. Any present or potential Owner or sponsor may request business incentives by filing an authorized and signed application with the President of the CCREDC. (b) Contents of Application. The application shall consist of a completed application form accompanied (when applicable) by the following: • a general description of proposed Capital Investments to the Facility; • a descriptive list of the improvements or program for which business incentives are requested; • a list of the kind, number and location of all proposed improvements of the property; • a map and property description; and, • a time schedule for undertaking and completing the proposed improvements or programs. In the case of a Modernization or Expansion project, a statement of the assessed value of the Facility, separately stated for real and personal property, shall be given for the tax year immediately preceding the application. The application form may require such financial and other information as the Corporation or City deems appropriate for evaluating the financial capacity and other relevant factors of the applicant. (c) Feasibility/Economic Impact Study. After receipt of a completed application, the President of the CCREDC shall cause to be performed an economic impact report. This report may be completed by CCREDC (or its consultant) using established accepted economic impact models @BCL@B40DDF03.docx Page 13 of 16 such as IMPLAN, RIMS II, EMSI, or similar model. This study shall include, but not be limited to, an estimate of the economic effect of incentives, including job creation, employment enhancement and capital investment. Once completed, the study and the application will be forwarded to the Board for review and discussion before consideration of any Agreement. The costs and expenses of the feasibility/economic impact study shall be borne by the Economic Development Corporation. The economic impact report should clearly identify the direct and indirect economic impact of each project. (d) No Business Incentives if Construction or Program has commenced. No business incentive Agreement shall be approved if the application was filed after the commencement of any construction, alteration or installation of improvements related to the proposed Facility Modernization, Expansion or New Facility. Similarly, no business incentive Agreement shall be approved for any program if the application was filed after the program has been establishment or program activity has commenced. (e) Financial Information. The applicant shall provide to the Corporation, or the Corporation's appointed agent, the last three years financial statements—company and/or personal financial statements for review and evaluation to assess the financial strength of the applicant. After receipt of the financial statements, the President of the CCREDC may cause a financial review to be performed . Upon completion, any negative findings from the financial review will be forwarded to the Board for review and discussion before consideration of an Agreement. The applicant will be allowed to address, and explain in writing, any negative findings before the Corporation takes action on an Agreement. Section 11. Approval. (a) Reservation of Rights. The Board reserves the right to determine the eligibility of a project and the terms and conditions of any loan, grant or guarantees based on the mission, goals and objectives in Section 2 above. Nothing herein shall be construed to limit the authority of the Board to examine each application for business incentives before it on a case-by-case basis and determine in its sole and absolute discretion whether or not the proposed project should be granted any business incentive and whether or not it complies with these Guidelines and Criteria, is feasible, and whether or not the proposed business incentives will be to the long-term benefit of the City. (b) Project Agreement Required. Each Agreement shall also include and be accompanied by a separate Project Agreement executed between the Corporation and the City. (c) Non-action by the City Council is deemed as denial of the application within six months of Corporation approval, and any encumbered funds shall be thus deemed to be unencumbered. In such a case of Non-action (deemed as denial after six months), an applicant would be required to begin the application process from the start. Section 12. Agreement. (a) Contents of Business Incentive Agreement. The Agreement shall include (when applicable): • the estimated value of Capital Investment; • the commencement date and termination date of the business incentive; • the proposed use of the Facility, nature of construction, time schedule, map, property description and improvements list as provided in the application as required; @BCL@B40DDF03.docx Page 14 of 16 • in the case of programs, the proposed program description, targeted employment market, nature and schedule of activities, facilities and equipment used to carry out activities, and complete program budget listing all sources of funding and projected expenditures; • the contractual obligations in the event of default, delinquent taxes, recapture, administration and assignment as provided in these Guidelines or other provisions that may be required for uniformity or by state law; and, • the number of permanent jobs, and wage/salary minimums for jobs created. • Commencement must occur within the time frame specified and agreed to in the agreement. (b) Time of Execution. The business incentive Agreement shall normally be considered by the Board within 60 days after the applicant has provided all necessary information and documentation. (c) Deadline for Execution. If the incentive proposal is approved by the Corporation Board of Directors, then the Owner will have ninety (90) days from the date the final Business Incentive Agreement is received by the Owner to execute the Agreement. Failure to execute the Business Incentive Agreement within ninety (90) days from date of receipt will result in the Agreement being null and void and of no effect. Section 13. Recapture. (a) Failure to Timely Comply and Continue Operations. In the event that the Owner of a Facility or program fails to timely, fully and completely comply with any one or more of the Agreement requirements, obligations, duties, terms, conditions or warranties, such failure shall be an act of default and, if not fully and completely cured and corrected, Corporation and/or City may terminate the Agreement and pursue all legal remedies as provided by law. If the Owner is not in compliance during any compliance reviews, then the Corporation, in its sole discretion, shall determine the incentives that the Owner shall be required to refund. As a best practice, incentive agreements should include an appropriate graded scale of penalties negotiated on a case-by-case basis to ensure applicants adhere to performance goals and to ensure any penalties are reflective of the level of non-performance. (b) Employment Verification. Owner shall annually provide documentation, in the form of quarterly Texas Workforce Commission payroll reports or other mutually acceptable employment and payroll report, to verify compliance with new job and payroll commitments. The four quarterly reports, required to be filed with the Texas Workforce Commission, shall be due not later than the fifteenth day after the deadline for filing the fourth quarter report with the Texas Workforce Commission, each year. Corporation may request Owner to provide such documentation at any time. (c) Delinquent Taxes. In the event that the Owner allows its ad valorem taxes to become delinquent and fails to timely and properly follow the legal procedures for its protest and/or contest, the Agreement shall terminate and so shall the business incentives. (d) Utility Payments. In the event that the Owner allows its utility billing payments to become delinquent, the Agreement shall terminate and so shall the business incentives. @BCL@B40DDF03.docx Page 15 of 16 (e) Notice of Default. Should the Corporation and/or City determine that the Owner be in default according to the terms and conditions of its Agreement, it shall notify the Owner in writing at the address stated in the Agreement that if such is not cured within 60 days from the date of such notice (the "Cure Period"), then the Agreement may be terminated. In the event the Owner fails to cure said default during the Cure Period, the Agreement may be terminated. If default on new construction occurs at the fault of the Owner, then the Owner must provide a written explanation of the reason for the default to the Corporation. This written explanation, and any legitimate reasons for delay, will be taken into consideration as a possible remedy for the default. The Owner shall also notify the Corporation, in writing, explaining any delays in completing any required Agreement milestones as soon as the delays are realized. These Agreement milestones would include deadlines for completion of new construction, hiring new employees, or any other required Agreement milestones. (f) Potential Liability. After exhausting good faith attempts to address any perceived default during the Cure Period, and taking into account any extenuating circumstances that might have occurred through no fault of the Owner as determined by the Board, potential liability under an Agreement may include the immediate return of all money grants and consideration previously paid, the maximum lawful rate of interest on all money paid until fully repaid, reasonable attorney fees and costs of court to collect such money, and the termination of all further obligations made under Agreement. In addition, City and/or Corporation shall not be liable for any alleged consequential damages. Section 14. Administration. (a) Access to Facility. The Agreement shall stipulate that employees and/or designated representatives of the City will have access to the Facility or program during the term of the Agreement for inspection to determine if the terms and conditions of the Agreement are being met. All inspections will be made only after giving 24 hours prior notice and will only be conducted in such manner as to not unreasonably interfere with the construction and/or operation of the Facility or program. Inspections will be made with one or more representatives of the Owner and in accordance with its safety standards. (b) Annual Reviews. Business Incentive Agreement reviews will be conducted annually to ensure that the Owner is in compliance with the provisions of the Agreement. If the Owner is not in compliance or is in default, then the appropriate provision of the Agreement, as outlined in Section 9 herein and the Agreement, will be enforced to recover incentives paid to Owner, unless the Owner remedies the default on or before the conclusion of any Cure Period. (c) Annual Evaluation. The City, or designee, acting on behalf of the Corporation, shall annually evaluate compliance with the Agreement and report possible violations of the Agreement. As part of this evaluation, the Owner shall provide information sufficient to ensure compliance. (d) Right to Modify or Cancel. Notwithstanding anything herein or in any agreement to the contrary, the Board may cancel or modify the Agreement if the Owner fails to comply with the Agreement. Section 15. Waivers/Variances @BCL@B40DDF03.docx Page 16 of 16 The Corporation shall have discretion to vary, alter, and/or waive any guideline or criteria set forth herein when such variance, alteration, and/or waiver shall be in the public interest and in furtherance of the purposes and goals of the Corporation as set forth in its Articles of Incorporation, By-laws, Ordinance 024952, and the Act. @BCL@B40DDF03.docx SC o� � v AGENDA MEMORANDUM NOORP08 IEO Future Item for the City Council Meeting of April 10, 2018 1852 Action Item for the City Council Meeting of April 17, 2018 DATE: February 20, 2018 TO: Margie C. Rose, City Manager FROM: Mike Culbertson (361) 882-7448 mculbertson@ccredc.com Tax Abatement Guidelines CAPTION: Resolution adopting the City's Guidelines and Criteria for Granting Tax Abatements. PURPOSE: Approve the tax abatement guidelines for the City of Corpus Christi. BACKGROUND AND FINDINGS: Tax abatement is an incentive where companies for a certain amount of investment and jobs can apply for property tax abatement for City property tax over a period of time. The State statute limits this time to ten years. The guidelines delineate the amount of investment required and the average salary requirements to get a specific level of tax abatement. ALTERNATIVES: The guidelines must be in place to be able to offer tax abatement as an incentive OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: This project is consistent with the City's stated goals of promoting economic development and incentivizing business to expand and thrive in Corpus Christi. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Legal 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 Encumbered / Expended Amount This item BALANCE Fund: Not applicable RECOMMENDATION: Staff recommend the approval of the resolution to approve the tax abatement guidelines. LIST OF SUPPORTING DOCUMENTS: Resolution with Tax Abatement Guidelines Resolution adopting the revised City's Guidelines and Criteria for Granting Tax Abatements WHEREAS, on September 30, 2014, the City Council by Resolution 030296, adopted the City's Guidelines and Criteria for Granting Tax Abatement; WHEREAS, the City's Guidelines and Criteria for Granting Tax Abatement, by State statute, expires two years from date and need to be adopted to make tax abatement available; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City's Guidelines and Criteria for Granting Tax Abatement are adopted. A copy of the revised Guidelines and Criteria are attached to and incorporated into this resolution as Exhibit A. 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: Mayor McComb Rudy Garza Paulette Guajardo Michael Hunter Ben Molina Lucy Rubio Greg Smith Debbie Lindsey-Opel @BCL@B40D8A89.docx EXHIBIT A Tax Abatement Guidelines @BCL@B40D8A89.docx CITY OF CORPUS CHRISTI GUIDELINES AND CRITERIA FOR GRANTING TAX ABATEMENT APRIL 17, 2018 WHEREAS, the attraction of long-term Added Value and the establishment of new permanent full-time jobs in the area would enhance the economic base of area taxing entities; WHEREAS, Corpus Christi must compete with other communities across the nation currently offering tax inducements to attract new plant and modernization projects, and studies have shown that a favorable local tax climate and start-up tax concessions rank second on the list of priorities for new plant installations or expansions; WHEREAS, tax abatement is one of the principal means by which the public sector and the private sector can forge a partnership to promote real economic growth within a community; WHEREAS, any tax incentives offered must be strictly limited in application to those new and existing industries that bring new wealth to the community in order to avoid reducing the needed tax revenues of area taxing entities; WHEREAS, the Property Redevelopment and Tax Abatement Act ("Act"), Chapter 312 of the Texas Tax Code authorizes taxing units to provide property tax abatement for limited periods of time as an inducement for the development or redevelopment of a property; WHEREAS, a Texas Enterprise Zone constitutes designation as a Reinvestment Zone without further hearing or other procedural requirements under Chapter 312, Texas Tax Code; WHEREAS, the Act requires eligible taxing jurisdictions to establish Guidelines and Criteria ("Guidelines") as to eligibility for tax abatement agreements prior to granting any future tax abatement, the Guidelines may not be changed for a two-year period unless amended by a three-fourths vote; WHEREAS, the City Council by Resolution 030296, on September 30, 2014, last adopted the City of Corpus Christi tax abatement Guidelines; and WHEREAS, those Guidelines expired two years after adoption and the City must adopt new Guidelines prior to granting new tax abatements; NOW, THEREFORE, BE IT RESOLVED by the City of Corpus Christi that these Guidelines for granting tax abatement be adopted: @BCL@B40D8A89.docx Section 1. Definitions. "Abatement" means the temporary, full or partial exemption from ad valorem taxes of certain added value to real and personal property in a zone designated for economic development purposes under the Act. "Added Value" means the increase in the assessed value of an eligible property as a result of "expansion" or "modernization" of an existing facility or construction of a "new facility." It does not mean or include "deferred maintenance." "Agreement" means a contractual agreement between an Owner and the City for the purposes of tax abatement. "Base Year Value" means the assessed value of eligible property as of the January 1 preceding the execution of an Agreement, plus the agreed upon value of eligible property improvements made after January 1 but before the execution of the Agreement. "Basic Manufacturing or Service Facility" means buildings and structures, including fixed machinery and equipment not elsewhere described, used or to be used for the production of products or services that derive a majority of revenue from points beyond a 50 mile radius of Nueces County or is a supplier who supplies at least 70% of its non- retail goods and/or services to local primary employer(s) that are located within a 50 mile radius of the intersection of Staples Street and Leopard Street. "Catalyst Area" means an area within a Texas Enterprise Zone and Downtown, Corpus Christi, or other areas designed as catalyst areas by the City Council. "City" means the City of Corpus Christi that levies ad valorem taxes upon and provides services to property located within a proposed or existing zone designated under the Act. "Deferred Maintenance" means improvements necessary for continued operations that do not improve productivity or alter the process technology. "Economic Life" means the number of years a property improvement is expected to be in service in a Facility. "Enterprise Zone Residential Redevelopment Facility" means buildings and structures used or to be used primarily for residential purposes that is located within a Texas enterprise zone. "Expansion" means the addition of buildings, structures, fixed machinery, or equipment for the purposes of increasing capacity. "Facility" means property improvements completed or in the process of construction that together compromise an integral whole. @BCL@B40D8A89.docx "Historic Structure" means any structure that has been designated by the Corpus Christi Landmark Commission as historically significant. "Locally Owned" means a facility, manufacturer, supplier, contractor, and labor supplier whose owner resides in or maintains its principal office within a 50 mile radius of Nueces County. "Mixed-use facility" means a facility having residential and commercial uses where the commercial use occupies more than 20% of the structure. "Multi-family housing" means a facility designed, arranged, or used exclusively for the use and occupancy of three or more families living independently of each other. The dwelling structure may include a triplex, apartment, townhouse, condominium, cooperative, high-rise, etc. "Modernization" means the replacement and upgrading of existing facilities that increases the productive input or output, updates the technology, or substantially lowers the unit cost of the operation, and extends the economic life of the facilities. Modernization may result from the construction, alteration, or installation of buildings, structures, fixed machinery, or equipment. "Modernization" does include work done for the purpose of reconditioning, refurbishing, repairing, or completion of deferred maintenance to a structure. "New Facility" means a property previously undeveloped, which is placed into service by means other than or in conjunction with an expansion or modernization. "Owner" means the owner of a Facility subject to abatement. If the Facility is constructed on a leased property, the Owner is the party that owns the property subject to tax abatement. The other party to the lease must join in the execution of Agreement, but may not be obligated to assure performance of the party receiving abatement. "Permanent full-time job" means a new employment position or full-time equivalent created by a business that provides a regular work schedule of at least 32 hours per week or 1 ,664 hours of employment per year to a Corpus Christi Metropolitan Statistical Area resident and maintains the employment position during the term of the Agreement. "Petrochemical Facility" means buildings and structures, including fixed machinery and equipment, the primary purpose of which is or will be the manufacture or processing of petrochemicals or fuels by physical or chemical change. "Regional Distribution Center Facility" means buildings and structures, including fixed machinery and equipment, used or to be used primarily to receive, store, service, or distribute goods or materials owned by the Facility operator where a majority of the goods or services are distributed to points beyond a 50 mile radius of the City. "Regional Telecommunications/Data Processing Center Facility" means buildings and structures used or to be used primarily for the provision of telecommunication or data @BCL@B40D8A89.docx processing services by the Facility operator where a majority of the services are provided to points beyond a 50 mile radius of the City. "Regional Visitor/Amusement Facility" means buildings and structures used or to be used primarily as a stadium, arena, amusement park, or similar attraction or sports venue. "Rehabilitation" means that the Added Value, as defined, of the project exceeds the base year of a development property by $250,000. "Texas Enterprise Zone" means any area designated as an enterprise zone under Chapter 2303, Texas Government Code. Section 2. Abatement Authorized. (a) Authorized Facilities. A Facility may be eligible for abatement if it is one of the following: (1) Basic Manufacturing Facility. (2) Basic Service Facility. (3) Regional Distribution Center Facility. (4) Regional Telecommunications/Data Processing Center Facility. (5) Regional Visitor/Amusement Facility. (6) Petrochemical Facility. (7) Convention Center Hotel. (8) Historic Structure. (b) Abatement for New Facilities or Improvements to Existing Facilities. Abatement may be granted for new facilities and improvements to existing facilities for the purpose of modernization or expansion. (c) Creation of New Value. Abatement may only be granted for the additional value of eligible property improvements made subject to and listed in an Agreement between the City and the Owner, subject to the limitations as the City requires. The economic life of the improvements must exceed the term of the Agreement. (d) Eligible Property. Abatement may be extended to the value of the improvements to real property, including buildings, structures, fixed machinery and equipment, and site improvements, plus that office space and related fixed improvements necessary to the operation and administration of the Facility. Abatement may also be extended for tangible personal property as defined by the Texas Tax Code. @BCL@B40D8A89.docx (e) Ineligible Property. The following types of property are fully taxable and ineligible for abatement, unless specifically authorized by the City Council: (1) Land. (2) Inventories. (3) Supplies. (4) Tools. (5) Furnishings and other forms of movable personal property. (6) Vehicles. (7) Vessels. (8) Aircraft. (9) Housing, other than an Enterprise Zone Residential Redevelopment Facility or Downtown Revitalization Housing Facility. (10) Hotel accommodations. (11) Deferred maintenance investments. (12) Property to be rented or leased, except when the Owner is the lessee of the land, but is the Owner of the Facilities. (13) Improvements for the generation or transmission of electrical energy not wholly consumed by a New Facility or expansion. (14) Any improvements, including those to produce, store, or distribute natural gas, fluids, or gases that are not integral to the operation of the Facility. (15) Improvements to real property that have an economic life of less than 15 years. (16) Property owned or used by the State of Texas or its political subdivisions, or by any organization owned, operated, or directed by a political subdivision of the State of Texas. (17) Property located within the boundaries of a tax increment reinvestment zone, as defined by Chapter 311 of the Texas Tax Code. (f) Period of Abatement. (1) Abatement may be granted effective with the January 1 valuation date immediately following the date of execution of the Agreement. Abatement may be allowed for a period of up to ten years, including the period of construction. If the period of @BCL@B40D8A89.docx construction exceeds two years, the Facility is considered completed for purposes of abatement at the end of two years, and in no case may the total period of abatement, inclusive of the construction period, exceed ten years. (2) Abatement for a Downtown Revitalization Housing Facility may be granted effective with the January 1 valuation date immediately following the date of execution of the Agreement. Abatement may be allowed for a period of seven years, including the period of construction. If the period of construction exceeds two years, the Facility is considered completed for purposes of abatement at the end of two years, and in no case may the total period of abatement, inclusive of the construction period, exceed seven years. (g) Completion of Construction. The completion of construction is deemed to occur upon the earliest of the following events: (1) When a certificate of occupancy is issued for the project (if it is located within a city). (2) When commercial production of a product or provision of a service is achieved at the Facility. (3) When the architect or engineer supervising construction issues a certificate of substantial completion, or some similar instrument. (4) Two years after the date of the Agreement. (h) Determination of Completion of Construction. The determination of the completion of construction is made by the City, in its sole and absolute discretion, based upon the above criteria and the other factors as the City deems relevant. The determination of the completion of construction is conclusive, and any judicial review of the determination must be governed by the substantial evidence rule. (i) Abatement Percentage. Temporary property tax abatement may be authorized for the development of a New Facility, Expansion, or Modernization that meets either qualification criteria of capital investment or a qualification criteria based upon a combination of the number of new jobs created plus the average salary of all jobs at the facility. (1) The capital investment qualification criteria is as follows: Added Value from Capital InvestmentAbatement Level $2,000,000 to $10,000,000 Level 1 $10,000,001 to $50,000,000 Level 2 $50,000,001 to $150,000,000 Level 3 $150,000,001 to $500,000,000 Level 4 Over $500,000,000 Level 5 Note: 1 The qualification for abatement by capital investment is based upon the added value of Eligible Property as reflected on the tax rolls of the applicable appraisal district. @BCL@B40D8A89.docx (2) The combination of new jobs and salary criteria is as follows: Number of New Average Salary Up Average Salary Average Salary Jobs ' to $50,000 $50,001 to $70,000 Over $70,000 20 to 99 New Jobs Level 1 Level 2 Level 3 100 to 199 New Level 2 Level 3 Level 4 Jobs 200 or more New Level 3 Level 4 Level 5 Jobs Note: 1 Provided that, obtaining temporary tax abatement based solely on the creation of the new jobs must be further conditioned on the requirement for the improvement or repair of property in order to meet the minimum requirements of the Act. (3) The level of any New Facility, Expansion, or Modernization that is located within a Catalyst Area or that is a Locally-Owned Facility is increased by one level above the standards set forth in Section 2(i)(1) and (2) above, with a minimum level of 3 for any the project. Further, if a Facility qualifies under both the capital investment qualification criteria and the new jobs and salary criteria, the Facility will be increased by one level above the highest criteria level achieved. (4) A historically significant structure is a minimum of Tier 3. (5) Any New Facility, Expansion, or Modernization that utilizes the Leadership in Energy and Environmental Design (LEED) Green Building Rating System may be increased at least one level above the qualifying level for abatement. (6) Abatement for a small business facility providing Added Value of at least $250,000 may be considered within a Catalyst Area or as a Locally-Owned Facility by the City Council on a case-by-case basis. (7) Upon compliance with the above criteria, the percentage of tax abated may be under the following schedule, with 100% abatement in each case during the construction period of up to two years: Year Level Level Level Level Level Year 1* 100% 100% 100% 100% 100% Year 2* 100% 100% 100% 100% 100% Year 100% 100% 100% 100% 100% Year 75% 100% 100% 100% 100% Year 50% 75% 100% 100% 100% Year 25% 50% 75% 100% 100% Year 25% 50% 75% 100% Year 25% 50% 75% Year 9 25% 50% Year 10 25% *Construction Period @BCL@B40D8A89.docx (8) In the event the Added Value caused by the Project is less than $2.0 million, no abatement may be granted unless the Facility is a Rehabilitation Project as described in Section 2(k) or historically significant as described in Section 2(I). (9) In order to be counted as a permanent job under these Guidelines, the job must be a full-time position providing regular work schedules of at least 32 hours per week. (10) For compliance purposes, the date for determining a permanent full-time job will be six months from the date of completion. The business must maintain the same level of employment or increase employment during the term of the agreement. (j) Living Wage Requirement. In order to count as a permanent full-time job under this tax abatement program, the job should provide a "living wage" for the employee. The target living wage under this abatement program is that annual amount equal or greater than poverty level for a family of three, established by the U.S. Department of Health and Human Services Poverty Guidelines, divided by 2,080 hours per year for that year. The City has the right to adjust the living wage target under these Guidelines and insert a specific target in each property Agreement to govern the abatement offered under that Agreement. (k) Health Insurance. To qualify for this incentive, an employer shall certify that it has offered a health insurance program for its employees during the term of the Agreement. The health insurance program must comply with all applicable federal laws. (I) Utilization of Local Contractors and Suppliers. To qualify for this incentive, a developer must agree to exercise reasonable efforts in utilizing local contractors and suppliers in the construction of the Project, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency in the normal course of business, with a goal of 50% of the total dollar amount of all construction contracts and supply agreements for elements that are not owner-provided or owner affiliate-provided being paid to local contractors and suppliers. For the purposes of this section, the term "local" as used to describe manufacturers, suppliers, contractors, and labor includes firms, businesses, and persons who reside in or maintain an office within a 50-mile radius of Nueces County. The Developer agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of the Developer to comply with the Local Requirement. (m) Utilization of Disadvantaged Business Enterprises. To qualify for this incentive, a developer must agree to exercise reasonable efforts in utilizing contractors and suppliers that are determined to be disadvantaged business enterprises, including minority business enterprises women-owned business enterprises and historically-underutilized business enterprises, in the construction of elements of the Project that are not owner-provided or owner affiliate-provided. In order to qualify as a business enterprise under this provision, the firm must be certified by the City, the Regional Transportation Authority or another governmental entity in the jurisdiction of the home office of the business as complying with state or federal standards for qualification as such an enterprise. The Developer agrees to a goal of 30% of the total dollar amount of all construction contracts and supply agreements, for elements of the Project that are not owner- provided or owner affiliate-provided, being paid to disadvantaged business enterprises, with a priority made for disadvantaged business enterprises which are local. The Developer agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of the Developer to comply with the DBE Requirement. For the purposes of this section, the term "local" as used to describe contractors and suppliers that are @BCL@B40D8A89.docx determined to be disadvantaged business enterprises, including minority business enterprises women-owned business enterprises and historically-underutilized business enterprises includes firms, businesses, and persons who reside in or maintain an office within a 50-mile radius of Nueces County. (n) Rehabilitation Projects. The $2 million minimum Added Value requirement for abatement does not apply to rehabilitation projects that involve the adaptive reuse of an existing structure or building for a Facility. (1) In order to qualify as a rehabilitation project under this provision, the project must involve a minimum Added Value, as defined, of $250,000. Any rehabilitation project must involve the adaptive reuse of an existing structure or building currently on the property tax rolls so that the Base Year Value associated with the project will include both the value of the land and the existing improvements. (2) For the rehabilitation projects, all Eligible Property in excess of the Base Year Value are subject to abatement, plus the value of personal property, such as furniture and movable equipment that would otherwise be considered Ineligible Property for any other type of abatement category. (3) In no event, however, may the total value of personal property subject to abatement exceed $1 million or the total amount of all property subject to abatement in a rehabilitation project exceed $5 million. (o) Historic Structures. The $2 million minimum Added Value requirement for abatement does not apply to Historic Structures. (1) In order to qualify as an Historic Structure under this provision, the project must be designated as historically significant by the CC Landmark Commission. (2) For the Historic Structures, all Eligible Property in excess of the Base Year Value is subject to abatement, plus the value of personal property, such as furniture and movable equipment that would otherwise be considered Ineligible Property for any other type of abatement category. (p) Economic Qualification for Non-Residential Development and Mixed-Use Facilities. (1) In order to be eligible for tax abatement, the planned improvement for a Non- Residential Development or Mixed-Use Facility may create, no later than the January 1 following the completion of construction, and maintain throughout the remainder of the term of the Agreement the minimum number of 50 permanent full-time jobs in City. (2) The planned improvement for a Non-Residential Development or Mixed-Use Facility may not adversely affect competition in the local market with established local businesses. (q) Taxability. From the execution of the Agreement to the end of the abatement period, taxes will be payable as follows: @BCL@B40D8A89.docx (1) The value of Ineligible Property as provided in Section 2(e) are fully taxable (except for personal property added in connection with a Rehabilitation Project). (2) The Base Year Value of existing Eligible Property as determined each year are fully taxable. (3) The Added Value of new Eligible Property (and certain personal property added in connection with a Rehabilitation Project) is taxable, less the authorized abatement provided in Section 2(i). Section 3. Application. (a) Written Application. Any present or potential owner of taxable property may request tax abatement by filing a written application with the City Manager. (b) Contents of Application. The application must consist of a completed application form provided by the City or Corpus Christi Regional Economic Development Corporation accompanied by the following: (1) A general description of the new improvements to be undertaken. (2) A descriptive list of the improvements for which abatement is requested. (3) A list of the kind, number, and location of all proposed improvements to the property. (4) A map and metes and bounds property description. (5) A time schedule for undertaking and completing the proposed improvements. (6) In the case of a modernization or expansion project, a statement of the assessed value of the Facility, separately stated for real and personal property, must be given for the tax year immediately preceding the application. (c) Additional Information. The City may require additional financial and other information that the City deems appropriate for evaluating the financial capacity and other relevant factors of the applicant. (d) Written Notification to Other Governing Bodies. Upon receipt of a completed application, the City Manager will forward a copy of the application to the presiding officer of the governing body of each jurisdiction that has taxing authority over the property covered by the application. (e) Feasibility. After receipt of an application for abatement, the City will consider the feasibility and the impact of the proposed tax abatement. The study of feasibility shall include, but not be limited to, an estimate of the economic effect of the abatement of taxes and the benefit to the City and the property to be covered by the abatement. @BCL@B40D8A89.docx (f) No Abatement if the Proposed Project has received building permit. No Agreement may be approved if the application for the abatement was filed after the proposed project has received building permits related to the proposed Modernization, Expansion, or New Facility. (g) Variance. Requests for variance from the provisions of Section 2 may be made in written form, provided, however, that no variance may extend the term of abatement beyond ten years. The requests must include a complete description of the circumstances explaining why the applicant should be granted a variance. Approval of a request for variance requires a three-fourths vote of the City Council. Section 4. Public Hearing and Approval. (a) Designation of Tax Abatement Reinvestment Zone. An action designating a reinvestment zone for tax abatement under the Act may not be adopted by the City Council until a public hearing has been held at which interested persons are entitled to speak and present evidence for or against the designation. Notice of the hearing must be provided to the public in the manner required by the Act. (b) Tax Abatement Reinvestment Zone. Under Chapter 312, Texas Tax Code, a designated Texas Enterprise Zone constitutes designation as a Reinvestment Zone without further hearing or other procedural requirements. Under Chapter 2303 of the Texas Government Code, a federally designated Renewal Community or Census Block Group with poverty greater than 20% constitutes designation as a Texas Enterprise Zone. Section 5. Agreement. (a) Required Findings. In order to enter into an agreement, the City must find that the terms of the proposed Agreement meets the requirements of the Act and these Guidelines. (b) Reservation of Rights. Nothing in these Guidelines may be construed to limit the authority of the City to examine each application for tax abatement before it on a case- by-case basis and determine, in the City's sole and absolute discretion: (1) Whether the proposed project should be granted temporary tax abatement; (2) Whether the proposed project complies with these Guidelines; (3) Whether the proposed project is feasible; or (4) Whether the proposed temporary abatement of taxes will inure to the long-term benefit of the City. (c) Contents of Tax Abatement Agreement. The Agreement with the Owner of the Facility must include all of the following: @BCL@B40D8A89.docx (1) The estimated value of Facility subject to abatement following the proposed improvements and the Base Year Value. (2) The percentage of value to be abated each year as provided in Section 2. (3) The commencement date and termination date of abatement. (4) A provision that the term of the Agreement must extend until five (5) years after the expiration of the period of tax abatement. (5) The proposed use of the Facility, nature of construction, time schedule, map, metes and bounds property description, and improvements list as provided in the application. (6) The contractual obligations in the event of default, delinquent taxes, recapture, administration, and assignment as provided in these Guidelines, or other provisions that may be required for uniformity or by state law. (7) The amount of Added Value and required number of permanent full-time jobs. (d) Time of Execution. The Agreement will normally be executed within 60 days after the applicant has provided all necessary information and documentation. Nothing in these Guidelines shall require the Agreement to be executed by a certain date. There shall be no requirement that a special or supplementary City Council meeting be held to accommodate a specific timeline. (e) Attorney's Fees. In the event any attorney's fees are incurred by the City in the preparation of an Agreement, the fees must be paid by the applicant upon execution of the Agreement. Section 6. Recapture. (a) Failure to Commence Operation During Term of Agreement. (1) In the event that the Facility is not completed and does not begin operation with the required minimum number of permanent full-time jobs by the January 1 following the completion of construction, no abatement may be given for that tax year, and the full amount of taxes assessed against the property is due and payable for that tax year. (2) In the event that the Enterprise Zone Facility is not completed and does not begin operation with at least one permanent full-time job per $50,000 of Added Value within six months following the completion of construction, no abatement may be given for that tax year, and the full amount of taxes assessed against the property are due and payable for that tax year. In the event that the Owner of such a Facility fails to begin operation with the required minimum number of permanent full-time jobs by the next January 1 or for an Enterprise Zone Facility, at least one permanent full-time job per $50,000 within 1 year following the completion of construction, then the abatement agreement terminates and all abated taxes during the period of construction must be recaptured and paid within 60 days of the termination. @BCL@B40D8A89.docx (b) Discontinuance of Operations During Term of Agreement. In the event the Facility is completed and begins operation with the required number of jobs, but subsequently discontinues operations and the required number of permanent full-time jobs are not maintained as required, for any reason, except on a temporary basis due to fire, explosion, other casualty or accident, or natural disaster, the Agreement may be terminated by the City, and all taxes previously abated by virtue of the Agreement must be recaptured and paid within 60 days of the termination. (c) Delinquent Taxes. In the event that the Owner allows its ad valorem taxes to become delinquent and fails to timely and properly follow the legal procedures for their protest and/or contest, the Agreement automatically terminates and there may be no abatement of the taxes for the tax year of the delinquency. The total taxes assessed without abatement, for that tax year must be paid within 60 days from the date of termination. (d) Notice of Default. Should the City determine that the Owner is in default under the terms and conditions of its Agreement, the City will notify the Owner in writing at the address stated in the Agreement that if the default is not cured within 60 days from the date of the notice ("Cure Period"), then the Agreement will be terminated. In the event the Owner fails to cure the default during the Cure Period, the Agreement may be terminated and the taxes abated by virtue of the Agreement will be recaptured and paid within 60 days. (e) Actual Capital Investment. Should the City determine that the total level of capital investment in eligible property is lower than provided in the Agreement, the difference between the tax abated and the tax that should have been abated based upon the actual capital investment as determined must be paid to the City within 60 days of notification to the Owner of the determination. (f) Reduction in Rollback Tax Rate. (1) If during any year of the period of abatement with respect to any property any portion of the abated value that is added to the current total value of the Facility, but is not treated as "new property value" (as defined in Section 26.012(17) of the Texas Tax Code) for the purpose of establishing the "effective maintenance rate" in calculating the "rollback tax rate" under Section 26.04(c)(2), Texas Tax Code, and if the City's budget calculations indicate that a tax rate in excess of the "rollback tax rate" is required to fund the operations of the City for the succeeding year, then the City may recapture from the taxpayer a tax in an amount equal to the lesser of the following: (A) The amount of the taxes abated for that year by the City with respect to the taxpayer. (B) The amount obtained by subtracting the rollback tax rate computed without the abated property value being treated as new property value from the rollback tax rate computed with the abated property value being treated as new property value and multiplying the difference by the total assessed value of the City. @BCL@B40D8A89.docx (2) If the City has granted an abatement of taxes to more than one taxpayer, then the amount of the recapture, calculated under Section 6(f)(1)(B) above, will be prorated on the basis of the amount of the abatement with respect to each taxpayer. (3) All recaptured taxes must be paid within thirty (30) days after notice the recapture has been given to the affected taxpayer. Penalty and interest may not begin to accrue upon the sum until the first day of the month following the thirty (30) day notice, at which time penalty and interest accrues under the laws of the State of Texas. (g) Continuation of Tax Lien. The amount of tax abated each year under the terms of these Guidelines and the Agreement must be secured by a first and prior tax lien that continues in existence from year to year throughout the entire term of the Agreement or until all taxes, whether assessed or recaptured, are paid in full. (h) Automatic Termination. The Agreement must automatically terminate on and as of the date any of the following events occur: (1) The filing of a petition in bankruptcy by the Owner. (2) The making by the Owner of an assignment for the benefit of creditors. (3) Any involuntary petition in bankruptcy or petition for an arrangement under the federal bankruptcy code is filed against the Owner. (4) A receiver is appointed for the business of the Owner (i) Prior Notice of Automatic Termination Not Required. In the event of automatic termination for any of the reasons in Section 6(h), the prior notice of default provisions in Section 6(d) do not apply. Section 7. Administration. (a) Annual Assessment. The applicable appraisal district shall annually determine an assessment of the real and personal property subject to an Agreement. Each year, the Owner shall furnish the Appraisal District with the information as may be necessary for the abatement. Once value has been established, the Appraisal District may notify the affected jurisdictions which levy taxes of the amount of the assessment and the abatement. (b) Access to Facility. The Agreement must stipulate that employees or designated representatives of the City will have access to the Facility during the term of the Agreement to inspect the Facility to determine if the terms and conditions of the Agreement are being met. All inspections will be made only after giving 24 hours prior notice and will only be conducted in the manner as to not unreasonably interfere with the construction or operation of the Facility. All inspections will be made with one or more representatives of the Owner and under its safety standards. @BCL@B40D8A89.docx (c) Annual Evaluation. Upon completion of construction, the City individually or in conjunction with other affected jurisdictions, will annually evaluate each Facility receiving abatement to ensure compliance with the Agreement and report possible violations of the Agreement. (d) Annual Reports. The Owner shall certify to the City Council on or before April 1 each year that the Owner is in compliance with each applicable term of the Agreement. Additionally, during the term of property tax abatement, the Owner shall provide to the City an annual report covering those items listed on Schedule 1 in order to document its efforts to acquire goods and services on a local basis. The annual report must be prepared on a calendar year basis and must be submitted to the City no later than ninety (90) days following the end of each calendar year. The annual report must be accompanied by an audit letter prepared by an independent accounting firm which has reviewed the report. (e) 'Buy Local"Provision. Each recipient of property tax abatement shall additionally agree to give preference and priority to local manufacturers, suppliers, contractors, and labor, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency. In any exception involving purchases over $10,000.00, a justification for the purchase must be included in the annual report. Each recipient shall further acknowledge that it is a legal and moral obligation of persons receiving property tax abatements to favor local manufacturers, suppliers, contractors, and labor, all other factors being equal. For the purposes of this provision, the term "local" as used to describe manufacturers, suppliers, contractors, and labor includes firms, businesses, and persons who reside in or maintain an office in the Corpus Christi Metropolitan Statistical Area. In the event of a breach of the buy-local provision, the percentage of abatement will be proportionately reduced equal to the amount the disqualified contract bears to the total construction cost for the project. (f) Right to Modify or Cancel. Notwithstanding anything in these Guidelines or in any agreement to the contrary, the City Council may cancel or modify the Agreement if the Owner fails to comply with the Agreement. (g) Transition Rule. For any project which obtained an Agreement within the twelve months prior to adoption of these Guidelines, the project may, upon the agreement of the Owner and the City, obtain an amendment to its Agreement to incorporate the terms and conditions of these Guidelines. @BCL@B40D8A89.docx SCHEDULE 1 "Buy Local" Annual Reports The following information must be reported to the City on a calendar-year basis during the first four years of the tax abatement program: 1. Dollar amount spent for materials* (local). 2. Dollar amount spent for materials* (total). 3. Total dollar amount spent for materials since the commencement of construction 4. Dollar amount spent for labor** (local). 5. Dollar amount spent for labor** (total). 6. Total dollar amount spent for labor since the commencement of construction. 7. Number of jobs created in the construction project (local). 8. Number of jobs created in the construction project (total). 9. Number of jobs created on a permanent basis (local). 10. Number of jobs created on a permanent basis (total). * "Materials" is defined to include all materials used in excavation, site improvement, demolition, concrete, structural steel, fire proofing, piping, electrical, instruments, paintings and scaffolding, insulation, temporary construction facilities, supplies, equipment rental in construction, small tools and consumables. This term does not include major items of machinery and equipment not readily-available locally. ** "Labor" is defined to include all labor in connection with the excavation, site improvement, demolition, concrete construction, structural steel, fire proofing, equipment placement, piping, electrical, instruments, painting and scaffolding, insulation, construction services, craft benefits, payroll burdens, and related labor expenses. This term does not include engineering services in connection with the project design. The term "local" as used to describe manufacturers, suppliers, contractors and labor includes firms, businesses, and persons who reside in or maintain an office in either Nueces County or San Patricio County. @BCL@B40D8A89.docx se o� Va. v AGENDA MEMORANDUM NORROPpEO First Reading Ordinance for the City Council Meeting of April 10, 2018 1852 Second Reading Ordinance for the City Council Meeting of April 17, 2018 DATE: March 23, 2018 TO: Margie C. Rose, City Manager FROM: Mike Markle, Chief of Police mikernaC@-cctexas.com 886-2603 Appropriating funds from the State of Texas Law Enforcement Standards and Education (LEOSE) account CAPTION: Ordinance accepting $26,475.49 from State of Texas - Law Enforcement Officer Standards and Education Account; and appropriating $26,475.49 in Police Grants Fund. PURPOSE: Based on the Government Code, Section 415.0845, the State of Texas provides an annual allocation for training of police personnel as well as training equipment. The funds must be appropriated annually when the check is received. BACKGROUND AND FINDINGS: The funds are received from the State as directed by Government Code, Section 415.0845, to make an annual allocation from the Law Enforcement Officer Standards and Education account to qualified law enforcement agencies for expenses related to the continuing education of full-time law enforcement officers and support personnel and any training equipment. The amount of funds received depends on the number of personnel we have as of January 1 of each year. ALTERNATIVES: None OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: Conforms to City Policy EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating X Revenue ❑ Capital 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 $26,475.49 $26,475.49 BALANCE Fund(s): Police Grants Comments: RECOMMENDATION: Staff recommends approving the ordinance and appropriating the funds. LIST OF SUPPORTING DOCUMENTS: Ordinance Award Letter Ordinance accepting $26,475.49 from State of Texas - Law Enforcement Officer Standards and Education Account; and appropriating $26,475.49 in Police Grants Fund. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept funds from the State of Texas- Law Enforcement Officer Standards and Education Account in the amount of $26,475.49. SECTION 2. That $26,475.49 is appropriated in the No. 1074 Police Grants Fund for training of police personnel and purchase of training equipment. 1 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2018, 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 2018, 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 2 TEXAS COMPTROLLER OF PUBLIC ACCOUNTS PURLHASIhL P.O.Box 13528 • Austin,TX 78711-3528 2018FES 27 FM101 34 February 13, 2018 CITY OF CORPUS CHRISTI POLICE DEPARTMENT PO BOX 9016 CORPUS CHRISTI TX 78469-9016 Vendor number: 17460005741-051 Enclosed is your annual allocation payment from the Law Enforcement Officer Standards and Education (LEOSE) account in the amount of $ 26,475.49. This payment must be used as necessary to ensure the continuing education of persons licensed under Chapter 1701, Occupations Code, or to provide necessary training, as determined by the agency head, to full-time, fully paid law enforcement support personnel in your agency. Your agency must maintain a complete and detailed record of all money received and spent. All money received is subject to audit by the Comptroller of Public Accounts and all money spent is subject to audit by the State Auditor. The Comptroller is directed by the Occupations Code, Section 1701.157 to make an annual allocation from the LEOSE account to qualified law enforcement agencies for expenses related to the continuing education of persons licensed under Chapter 1701, Occupations Code. Of the account, 20 percent is allocated equally among the qualified agencies. The remaining 80 percent is allocated on the basis of the number of eligible law enforcement positions each agency had as of January 1 of the preceding calendar year. An eligible law enforcement position is defined as one held by a person licensed under Chapter 1701, Occupations Code, who works as a peace officer, licensed jailer or telecommunicator on the average of at least 32 hours a week, is compensated by a political subdivision of the state at the minimum wage rate or higher, and is entitled to all employee benefits offered to a peace officer. To receive your agency's share of the LEOSE account in 2019, you must complete and return the enclosed Law Enforcement Officer Standards and Education Account 2o19 Allocation Basis form to us no later than April 27, 2018. The information provided in this report must be accurate and returned timely to our Office to ensure the correct allocation of the LEOSE account. Please call us at 800-531-5441, ext. 3-4530, or 512-463-4530 if you have any questions or if we can be of assistance. Enclosures Form 40.305(RQv.1.17A) [Rev1 5 1B111} Illlllilll�lll IIIIIIII�IIII�IIIIIIIIIIIIII�I,III�IIIII�III�III�IIII�II�III + 4 2 1 S Y Y R e 1 1 9 1 1 Texas Law Enforcement Officer Standards and Education Fund Allocation Basis a.TINS number b.Mail code c.Report year 17460005741 051 2019 d.Law enforcement agency name and address(Make any necessary name or address changes below.) CITY OF CORPUS CHRISTI POLICE DEPARTMENT e.County name PO BOX 9016 NUECES CORPUS CHRISTI, TX 78469-9016 t.County code 178 ❑ Check only if the above has changed and then complete new or corrected information only. Law enforcement agency name- Address City. _ State. TX _ ZIP code .. County name., e You must complete and return this form to receive your agency's share of Documentation to substantiate the information reported below must be the2019 Law Enforcement Officer Standards and Education (LEOSE) maintained in your files. If your agency did not have any authorized account for expenses related to continuing education. positions,as defined in Occupations Code,Chapter 1701.157,an January 1 of the report year, please complete this form with a zero in Item 1 and Twenty percent of the fund will be allocated equally among the qualified Item 2,complete Items 3,4 and 5,and return to the address given below. agencies. The remaining 80 percent will be allocated on the basis of the number of authorized eligible law enforcement positions each agency had as of January 1 of the report year_ An eligible law enforcement position is If you have any questions, pease call the texas Comptroller of Public defined as one held by a person licensed under Occupations Code,Chapter Accounts, Tax Allocation Section, at 1-800.531-5441, ext. 34530, or 1701, who works as a peace officer, licensed jailer or telecommunicator on 512-463-4530. the average of at least 32 hours a week, is compensated by a political subdivision of the state at the minimum wage rate or higher and os entitled to all employee benefits offered to a peace officer. 1. Number of agency positions authorized as of January 1,2018(Texas Occupations Code,Chapter 1701)- -- -- - - 1, 2. Number of agency positions filled as of January 1,2018 _ _ _ __ - -- - - - - - -- --- - - - - - - - - - - - - - 2. 3. Amount of LEOSE funds received last year that was used(spent)prior to March 1,2018 -- - - -- - - - - - - - - 3 4. Number of training hours received for the amount of LEOSE funds reported used(spent)in Item 3 above - -- - - -- 4. 5. Has CITY OF CORPUS CHRISTI POLICE DEPARTMENT complied with the requirements of Occupations Code,Chapter 1701,157,regarding the use of any money received by the agency pursuant to the allocation made by the Comptroller of Public Accounts on or before Marchi last year?- --- _ _ _ _ __ _ __ _ _ _ _ _ __ _ _ __ _ _ _ _ __ _ _ ___ _ __ 5. ❑ YES NO I declare that the information in this document and any attachments Is true and correct to the best of my knowledge and belief. Return to: sign Authorized signature here COMPTROLLER OF PUBLIC ACCOUNTS printed name Tax Allocation Section 111 E.17th St. Austin,TX 78774-0100 Title Daytime phone Date You have certain rights under Chapters 552 and 559,Government Code,to review,request and correct information we have on file about you. Contact us at the address or phone numbers listed on this form. se o� Va. U AGENDA MEMORANDUM First Reading Item for the City Council Meeting of March 27, 2018 Nc1852ESecond Reading Item for the City Council Meeting April 10, 2018 DATE: March 7, 2017 TO: Margie C. Rose, City Manager FROM: Dan Grimsbo, Executive Director of Utilities DanGCa)-cctexas.com (361) 826-1718 Renewal of Lease with Tejas Bowmen Archery Club CAPTION: Ordinance authorizing execution of a five-year lease agreement with Tejas Bowmen Archery Club for use of the property near Allison Wastewater Treatment Plant off McKenzie Road to maintain and operate a public archery range. PURPOSE: The Water Utilities Department seeks approval to enter into a five (5) year lease agreement with the Tejas Bowmen Archery Club (Club) for the parcel and improvements located near McKenzie Road and Allison Drive. BACKGROUND AND FINDINGS: The Tejas Bowmen Archery Club has been leasing two tracts of City property off of McKinzie Rd and Allison Dr. for over 35 years. The Club is a registered 501c-3 organization and has remained in compliance with the lease throughout its tenancy. The Club is responsible for all maintenance and archery range operations. There is no lease payment for the use of the property. ALTERNATIVES: Do not renew lease. 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: Water Utilities Department - Wastewater FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Project to Date Fiscal Year: 2017- Expenditures Current 2018 (CIP only) Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): n/a Comments: This item will not have an impact on the operating budget. RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Agreement with Tejas Bowmen Archery Club Ordinance authorizing execution of a five-year lease agreement with Tejas Bowmen Archery Club for use of the property near Allison Wastewater Treatment Plant off McKenzie Road to maintain and operate a public archery range. Be it Ordained by the City Council of the City of Corpus Christi, Texas, that: Section 1. The City Manager or designee is authorized to execute a five-year Lease Agreement with the Tejas Bowmen Archery Club for the use of City property near Allison Wastewater Treatment Plant off McKenzie Road to maintain and operate a public archery range. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2018, 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 2018, 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 Page 1 of 17 LEASE BETWEEN THE CITY OF CORPUS CHRISTI AND TEJAS BOWMEN ARCHERY CLUB THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS COUNTY OF NUECES § This lease ("Lease") is entered into by and between the City of Corpus Christi ("City"), a Texas home rule municipal corporation, acting through its duly authorized City Manager, or the City Manager's designee, and TEJAS BOWMEN ARCHERY CLUB ("Lessee"), a Texas nonprofit corporation, Corpus Christi, Texas, operating for the purpose of providing an archery range for persons interested in archery, acting through its duly authorized President, Robert A. Garcia. Section 1. Definitions. For the purposes of this Lease: Improvements means buildings and other structures located on the Premises. Premises means two tracts or parcels of land designated as Tracts "A' and "B", as shown on the attached drawing, Exhibit "A", together with all Improvements. Section 2. Purpose. The purpose of this Lease is to enable Lessee to operate a public archery range for persons interested in archery. Lessee may not operate the Leased Premises for any other purpose without the prior written approval of the Executive Director of Water Utilities ("Director"). Section 3. Leased Premises. The Leased Premises are two tracts or parcels of land designated as Tracts "A" and "B", as shown on the drawing attached as Exhibit "A", together with all Improvements. Section 4. Term. The City leases the Premises, AS IS, subject to all terms and conditions of this Lease, to the Lessee for a period of five (5) years subject, however, to the right of either party to cancel this Lease by giving thirty (30) days written notice at any time to the other party, unless sooner terminated. This Lease begins on the first day after final Council approval. Lessee may continue to occupy the Premises after the expiration of this Lease on a month-to-month tenancy if the Lessee continues to provide consideration in lieu of paying monthly rent as required by this lease, and upon the same terms and conditions as set out in this lease. The City Manager has the absolute right to terminate the month-to-month tenancy with or without cause upon thirty (30) days written notice to Lessee. Section 5. Surrender. Lessee shall surrender the Premises, upon the expiration, termination, or cancellation of this Lease, in as good a condition as received, reasonable use and wear, acts of God, fire and flood damage or destruction where Lessee is without fault, excepted. Page 2 of 17 Section 6. Lease Consideration. For and in consideration of the rights and privileges granted In this lease, and in lieu of lease payments to the City, Lessee must construct, maintain, and operate a public archery range on the Premises, Further, Lessee must maintain the Premises by mowing, collecting litter, etc. as directed in writing by the Director. Section 7. Membership and User Requirements; Hours and Terms of Operation; Lessee Responsible for Activities. a. Board of Directors and List of activities. Lessee will provide City Director with a list of current Board of Directors. Lessee shall provide an updated list when any changes are made to the board members. Attached as Exhibit C is a copy of Lessee's Schedule of Activities, Hours and Terms of Operation, and Membership and User Fees. Lessee may not make any change in these Exhibits without prior written consent of the Executive Director of Water Utilities. b. Lessee responsible for activities on Premises. Notwithstanding any right of City to inspect or approve any improvement or activity under this lease, Lessee covenants that it and its members are solely and exclusively responsible for all activities on the Premises and have control of the Premises; that the City has no responsibility for safety of, or any activity on, the Premises; and that Lessee shall not rely on any City inspection or action. Lessee is solely responsible for the safety of all activities on the Premises. Section 8. Alterations. Lessee may not make any alterations, additions, or improvements to, in, on, or about the Premises, without the prior written consent of the City Manager and Risk Manager. Lessee, if directed by the Executive Director of Water Utilities, must construct and maintain screening or other safety barriers to ensure that arrows are confined to the premises. Any archery range construction must also be approved by the District Field Governor of the National Field Archery Association ("District Field Governor') prior to start of construction. a. Prior to making any alterations, additions, or improvements to, in, on, or about the Premises, Lessee must submit the plans and specifications for the alterations, additions, or improvements to the Executive Director of Water Utilities for review and written consent. b. If the Executive Director of Water Utilities (and the District Field Governor in the case of archery range construction) consent to, and the Risk Manager grants clearance for, the alterations, additions, or improvements, the Lessee shall obtain all required permits for the construction; and the construction is subject to inspection by the Executive Director of Water Utilities, City's Building Official, (and the District Field Governor in the case of archery range construction), and their designated representatives. Page 3 of 17 c. All approved alterations, improvements, and additions made by the Lessee upon the Premises, although at Lessee's own expense, shall, if not removed by Lessee at any termination or cancellation of this Lease, become the property of the City in fee simple without any other action or process of law. Lessee agrees to be contractually and financially responsible for repairing any and all damage caused by the removal. If items are installed in a manner that they become fixtures, the fixtures may not be removed by Lessee upon termination and become the property of the City. Section 9. Taxes, Assessments, Licenses, and Fees. Lessee must pay, in full prior to each respective due date, all taxes, assessments, licenses, and fees required by the Lessee's use of the Leased Premises Section 10. No Debts. Lessee may not incur any debts or obligations on the credit of the City during the term of this Lease, and including during any Holdover Period that may occur. Section 11. No Liens Lessee agrees not to permit any mechanic's lien, materialman's lien, tax lien, or any other lien to become attached to the Leased Premises, or any part or parcel of the Leased Premises, or the Improvements on the Leased Premises, because of any work or labor performed by any mechanic, materials furnished by any materialman, or any other reason. Section 12 Assignment and Subleasing. Lessee may not assign, sublease, or encumber this lease, without the prior written consent of the City Manager. Any assignment or sublease must be approved in advance in writing signed by the City Manager. Section 13. Signs; Warning Signs Posted. a. Lessee may not exhibit, inscribe, paint, erect, or affix any sign at, on, or about the Premises, or any part of this Lease, without the prior written approval of the Directors, b. The City may require Lessee to remove, repaint, or repair any Signs allowed. If Lessee does not remove, repaint, or repair the Signs within ten (10) days of the Director's written demand, the City may elect to terminate this Lease after ten (10) days written notice to Lessee, Alternatively, the City may do or cause the work to be done, and Lessee shall pay the City's costs within thirty (30) days of receipt of the Director's invoice. If payment is not timely made, the City may terminate this Lease upon ten (10) days written notice to Lessee. c. Lessee must post the Premises with adequate signs to warn that it is an archery Page 4 of 17 range and no trespassing is allowed. Section 14. Laws Affecting Operation of Premises and Performance. Lessee shall comply with all Federal, State, and local laws, ordinances, rules, and regulations applicable to Lessee's operation of the Premises and Lessee's performance under this Lease. This Lease is also subject to applicable provisions of the City Charter. Section 15. Nondiscrimination. Lessee covenants and agrees that Lessee will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Premises, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. Section 16. Maintenance. Lessee shall maintain the Leased Premises and all improvements in good and safe condition during the Lease term, Section 17. Furniture, Fixtures, and Equipment. a. It is understood that Lessee is responsible for furnishing and equipping the Premises and that the City has no obligation to furnish any equipment or furnishings for Lessee. b. All personal property and trade fixtures furnished by or on behalf of Lessee remain the property of the Lessee, unless the personal property and trade fixtures are specifically donated to the City during the term of this Lease or any Holdover Period. c. The Executive Director of Water Utilities retains the right to approve all furnishings and fixtures that may be installed in the Premises, during the term of this Lease and any Holdover Period, prior to installation. Section 18. Utilities. Lessee must pay for all utilities used by it on the Premises or used by any other activities sponsored by the Lessee on the Premises. Section 19. City's Right of inspection. Any officer or authorized employee of the City may enter upon the Premises, at all reasonable times and without notice, to determine whether Lessee is operating and providing maintenance in accordance with this Lease Section 20. Directors' Right to Access Premises in Emergency. a. Lessee shall provide Executive Director of Water Utilities with keys to the Premises, and a current list of names and phone numbers, for use by each Director, in the event of an emergency. b. Director has the right to enter the premises during the regular hours of operation or at anytime in an emergency. Page 5 of 17 Section 21. City Use, The City retains the right to use or cross the Premises with utility lines and easements. City may exercise these rights without compensation to Lessee for damages to the Premises from installing, maintaining, repairing, or removing the utility lines and easements. City must use reasonable judgment in locating the utility lines and easements to minimize damage to the Premises. Section 22. Indemnity. In consideration of allowing Lessee to use the Premises, Lessee ("Indemnitor"") covenants to fully indemnify, save and hold harmless the City, its officers, agents, representatives, and employees (collectively, "Indemnitees") from and against any and all liability, loss, damages, claims, demands, suits, and causes of action of any nature whatsoever asserted against or recovered from City on account of injury or damage to person Including, without limitation on the foregoing, premises defects, workers ' compensation and death claims, or property loss or damage of any other kind whatsoever, to the extent any injury, damage, or loss may be incident to, arise out of, be caused by, or be in any way connected with, either proximately or remotely, wholly or in part: (1) Lessee's performance under this Lease; (2) Lessees use or Lessee's invitees use of the Premises and any and all activities associated with the Lessee's use of the Premises under this Lease; (3) the violation by Lessee, its officers, employees, invitees, agents, or representatives or by indemnitees, or any of them, of any law, rule, regulation, ordinance, or government order of any kind pertaining, directly or indirectly, to this Lease; (4) the exercise of rights under this Lease; or(5) an act or omission on the part of Lessee, its officers, employees, invitees, agents, or representatives or of indemnitees, or any of them, pertaining to this Lease, regardless of whether the injury, damage, loss, violation, exercise of rights, act, or omission is caused or is claimed to be caused by the contributing or concurrent negligence of indemnitees, or any of them, but not if caused by the sole negligence of indemnitees, or any of them, unmixed with the fault of any other person or entity, and including all expenses of litigation, court costs, and attorneys' fees, which arise, or are claimed to arise, out of or in connection with the asserted or recovered incident. Lessee covenants and agrees that, if City Is made a party to any litigation against Lessee or In any litigation commenced by any party, other than Lessee, relating to this Lease, Lessee shall, upon receipt of reasonable notice regarding commencement of litigation, at its own expense, investigate all claims and demands, attend to their settlement or other disposition, defend City in all actions relating to this Lease with legal counsel satisfactory to the City Attorney, and pay all charges of attorneys and all other costs and expenses of any kind whatsoever arising from the liability, injury, damage, loss, demand, claim, or action. Section 23. Insurance. a. Lessee shall secure and maintain at Lessee's expense, during the term of this Lease, insurance of the type and with the amount of coverage shown on the attached Exhibit B, which is incorporated in this Lease by reference. Lessee shall use an insurance company or companies acceptable to the Risk Manager. Failure Page 6 of 17 to maintain the insurance during the term of this Lease, at the limits and requirements shown on Exhibit B, constitutes grounds for termination of this Lease, b. The Certificate of Insurance must be sent to the Risk Manager prior to occupancy of and operations at the Premises. The Certificate of Insurance must provide that the City will have thirty (30) days advance written notice of cancellation, intent to not renew, material change, or termination of any coverage required in this Lease. c. Lessee shall provide, during the term of this Lease, copies of all insurance policies to the Risk Manager upon written request by the City Manager. d. The Risk Manager retains the right to annually review the amount and types of insurance maintained by Lessee, to require increased coverage limits, if necessary in the interest of public health, safety, or welfare, and to decrease coverage, if so warranted. In the event of any necessary increase, Lessee must receive thirty (30) days written notice prior to the effective date of the requirement to obtain increased coverage. e. In the event alcoholic beverages are to be served or sold on or in any Premises covered by this Lease, the Lessee shall additionally obtain or cause to be obtained alcoholic beverage liability insurance in the amount of one million dollars ($1,000,000.00) covering the event or time period when alcoholic beverages are to be served or sold. f. Lessee shall, prior to any addition or alteration to, in, on, or about the Premises, obtain prior clearance, in writing, from the Risk Manager that the proposed addition or alteration will not necessitate a change or modification in the existing insurance coverage maintained by Lessee. This clearance is in addition to the prior consent required by Section 8 of this lease. Section 24. Default The following events constitute default under this Lease: 1) Failure to provide consideration in lieu of paying rent or failure to make other payments under this Lease. 2) Failure to pay utilities before the due date. 3) Failure to perform scheduled maintenance. 4) Failure to maintain any Insurance coverages required in this lease. 5) Failure to timely pay City's invoice for the removal, repainting, or repair of any Signs at the Premises. 6) Failure to keep, perform, and observe any other promises, covenants and Page 7 of 17 conditions contained in this Lease. Section 25. City's Remedies on Lessee's Default. Upon the occurrence of any event of default, the City may, at its option, in addition to any other remedy or right given under this Lease or by law: 1 . Give notice to Lessee that this Lease terminates upon the date specified in the notice, which date will be no earlier than five (5) days after the giving of the notice. 2. Immediately or at any time after the occurrence of the event of default and without notice or demand, or upon the date specified in a notice, if given, or in any notice issued under law, the City may enter into and upon the Leased Premises and retake possession, by legal proceedings or otherwise, expel Lessee and anyone claiming through or under Lessee, remove Lessee's or a claimant's goods and effects, forcibly, if necessary, and store the goods in the name and at the expense of Lessee. Section 26. Enforcement Costs. If the City files any legal action or proceeding to repossess the Premises, collect the lease payment(s) due under this Lease, collect for any damages to the Premises, or to enforce in any other way the provisions of this Lease, Lessee agrees to pay all court costs and expenses and the sum that a court of competent Jurisdiction adjudges as reasonable attorneys' fees in the action or proceeding, or in an appeal, if a judgment is rendered in favor of the City. Section 27. Modifications. No provision of this Lease may be changed, modified, or waived, unless the change, modification, or waiver is made in writing and signed by persons authorized to sign agreements on behalf of each party. Section 28. Contact Person/Lease Administrator. For this Lease, the City's contact person and lease administrator is the Assistant Director of Support Services. Section 29. Notice. a. All notices, demands, requests, or replies provided for or permitted under this Lease by either party must be in writing and must be delivered by one of the following methods: (i) by personal delivery; (ii) by deposit with the United States Postal Service as certified or registered mail, return receipt requested, postage prepaid; (iii) by prepaid telegram; (iv) by deposit with an overnight express delivery service, for which service has been prepaid; or (v) by fax transmission. b. Notice deposited with the United States Postal Service in the manner described above will be deemed effective two (2) business days after deposit with the United States Postal Service. Notice by telegram or overnight express delivery service will be deemed effective one (1) business day after transmission to the telegraph company or overnight express carrier, Notice by fax transmission will be deemed effective upon transmission with proof of delivery. Page 8 of 17 c. All the communications must only be made to the following: IF TO CITY: IF TO LESSEE: City of Corpus Christi David Pena, President Water Utilities Dept. Tejas Bowmen Archery Club 2726 Holly Rd Corpus Christi, TX 78415 5564 Ayers Attn: Assistant Director of Support Services Corpus Christi, TX 78415 (361) 826-1800 (361) 765-0388 d. Either party may change the address to which notice is sent by using a method set out in subsection a of this section. Lessee shall notify the City of an address change within ten (10) days after the address is changed. Section 30. Force Majeure. No party to this Lease shall be liable for delays or failures in performance due to any cause beyond the party's control including, without limitation, any delays or failures in performance caused by strikes, lock outs, fires, acts of God or the public enemy, common carrier, severe inclement weather, riots or interference by civil or military authorities. The delays or failures to perform extend the period of performance until these exigencies have been removed. The Lessee shall inform the City in writing of proof of the force majeure within three (3) business days or otherwise waive this right as a defense. Section 31. Relationship of Parties. This Lease establishes a landlord/tenant relationship, and no other relationship. This Lease must be construed conclusively in favor of that relationship. In performing this Lease, the City and Lessee will each act in an individual capacity and not as agents, representatives, employees, employers, partners, joint-venturers,or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. Section 32. Not for Benefit of Third Parties. This Lease is only for the benefit of the City and Lessee, and no third party has any rights or claims under this Lease or against the City. Section 33. Publication Costs. Lessee shall pay for the cost of publishing the Lease description and related ordinance, as required by the City's Charter, in the legal section of the local newspaper. Section 34. Interpretation. This Lease shall be interpreted according to the Texas laws which govern the interpretation of contracts. Venue lies in Nueces County, Texas, where this Lease was entered into and will be performed. Section 35. Survival of Terms. Termination or expiration of this Lease for any reason does not release either party from any liabilities or obligations under this Lease that (a) Page 9 of 17 the parties have expressly agreed survive any the termination or expiration; (b) remain to be performed; or (c) by their nature would be intended to be applicable following the termination or expiration of this Lease. Section 36. Limitation of Leasehold. City does not warrant its title to the Leased Premises. This Lease and the rights and privileges granted Lessee in and to the Leased Premises are subject to all covenants, conditions, restrictions, and exceptions of record or apparent. Nothing contained in this Lease may be construed to imply the conveyance to Lessee of rights in the Leased Premises that exceed those owned by City. Section 37. Captions. The captions utilized in this Lease are for convenience only and do not in any way limit or amplify the terms or provisions of this Lease. Section 38. Severability. It is the definite intent of the parties to this Lease that every section, paragraph, subdivision, clause, provision, phrase, or word of this Lease be given full force and effect for its purpose. Therefore, if, for any reason, any section, paragraph, subdivision, clause, provision, phrase, or word of this Lease or the application of this Lease to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Lease, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment. Section 39. Disclosure of Interests. Lessee agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this contract. Lessee 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. Lessee 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. Section 40. Entirety Clause. This Lease and the attachments and exhibits incorporated into this Lease constitute the entire agreement between the City and Lessee for the purpose granted. All other agreements, promises, representations, and understandings, oral or otherwise, with reference to the subject matter of this Lease, unless contained ill this Lease are expressly revoked, as the parties intend to provide for a complete understanding within the provisions of this Lease and its exhibits of the terms, conditions, promises, and covenants relating to Lessee's operations and the Premises to be used in the operations. Page 10 of 17 EXECUTE IN DUPLICATE, each of which shall be considered an original„on the 67� day of 2018. LESSEE; Tejas Bo en chert' Club Name ila4 Title Page 11 of 17 ATTEST: CITY OF CORPUS CHRISTI: Rebecca Huerta Margie C. Rose City Secretary City Manager Approved as to form: Lisa Aguilar,Assistant City Attorney Date Exhibit A - Location Map i i. _ p t Allison Waste Water Treatment Plant CASTLE RIDGE DR' Police q Pistol .00 c Range O� F 55 r v n '• Tejas Bowman Archery v Association Lease • + Tract A CAS r�F Rl►r o � 400' Y 300' , se West Corpus Christi ' Rotary Club Boy Scout Lease h <<� 400"* .�. o ; o t 0 ,0 Z Tejas Bowman N Archery Association Lease Tract B MCKINZIEi r - LN k ,. 250 125 0 250 Feet Page 13 of 17 EXHIBIT B INSURANCE REQUIREMENTS I. Lessee Liability Insurance A. Lessee must not commence work under this agreement until Lessee has obtained all insurance required herein and such insurance has been approved by the City. Lessee must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been so obtained. B. Lessee must furnish to the City's Risk Manager, two (2) copies of Certificates of Insurance with applicable policy endorsements, showing the following minimum coverage by insurance company(s) acceptable to the City's Risk Manager. The City must be named as an additional insured for all liability policies, and a blanket waiver of subrogation is required on all applicable policies. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-Day Written Notice of Cancellation required Bodily Injury and Property Damage on all certificates or by applicable policy Per Occurrence /Aggregate endorsements Commercial General Liability including: $500,000 COMBINED SINGLE LIMIT 1. Commercial Broad Form 2. Premises —Operations 3. Products/Completed Operations Hazard 4. Contractual Liability 5. Independent Contractor 6. Personal Injury Liquor Liability $1,000,000 COMBINED SINGLE LIMIT Applicable when alcohol being served Applicable to paid employees WORKERS' COMPENSATION WHICH COMPLIES WITH THE TEXAS WORKERS' COMPENSATION ACT EMPLOYERS' LIABILITY AND SECTION II OF THIS EXHIBIT $500,000/$500,000/$500,000 C. In the event of accidents of any kind, the Lessee must furnish the Risk Manager with copies of all reports of any accidents within ten (10) days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable when Lessee has paid employees: Lessee must obtain workers' Page 14 of 17 compensation coverage through a licensed insurance company in accordance with Texas law. The contract for coverage must be written on a policy with endorsements approved by the Texas Department of Insurance. The coverage provided must be in amounts sufficient to assure that all workers' compensation obligations incurred will be promptly met. B. Lessee's financial integrity is of interest to the City; therefore, subject to Lessees right to maintain reasonable deductibles in such amounts as are approved by the City, 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- VI I. C. The City shall be entitled, upon request and without expense, to receive copies of the policies, declarations page and all endorsements thereto as they apply to the limits required by the City, and may require the deletion, revision, or modification of particular policy terms, conditions, limitations or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any such policies). Lessee shall be required to comply with any such requests and shall submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Lessee shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Management P.O. Box 9277 Corpus Christi, TX 78469-9277 (361) 826-4555- Fax # D. 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: • Name the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and Page 15 of 17 • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non-renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a suspension, cancellation, or non-renewal of coverage, 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 subcontractor's performance of the work covered under this agreement. 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 agreement. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this agreement. 2011 Tejas Bowmen Archery Club lease ins. req. 6-13-11 ep Risk Mgmt. Page 16 of 17 Exhibit C Lessee's Schedule of Activities, Hours and Terms of Operation, and Membership and User Fees 2018 1`ejas Shooting Schedule-Please arrive early to practice and register 21 3D 9am star!tines S M T W Tu F f S M i w m F 3 1 2 3 4 5 6 1 3 3 4 5 6 7 7 8 9 t17 t121 It 9 10 11 12 13 1414 15 16 15 1 a 17 18 i 9 20 21 21 22 23 22 23 24 25 26 27 25 23 29 30 29 30 31 MM19 30?am stat funic F S S M i 2 3 o 10s 6 7is 17 t2 13 14 23 24 19 2i3 21 26 27 28 3073 25 3D YeAVeme 9am i5 30 gam start lime Strrl lime MM F s5 M I w '.Th F S2 319 tQ2 3 A S 6 3 16 t7 4 10 31 12 13 ':� 15 23 24 16 '7 18 19 20 21 2290 91 23 2e 25 26 27 28 2r' 1301 11 • •. 14-15 SYWAT#1 field Shoal 90m start lime S M I W III F $ s M I 'N' Th F s 1 2 3 A B 6 i 1 2 3 4 5 6 21.22 ASA 3D Shaot 16am 8 9 10 1 T 12 13 t4 7 8 9 10 11 12 13 shafaun start 15me for 15 1 a I7 18 19 2D 21 '4 'S 16 ' 'S '; 23 compound n stolen. 22 23 24 25 26 27 2B 21 22 23 24 25 26 27 $om shotgun xta�f fa traditional shaaten 29 33 25 2s 30 31 5.6 SYWAT 42 flue Days FmW 72,� shoot Som slant time s M T w ill F % S MS19 3D 9am slorl fitne l 2 3 4 536 7 8 9 10 11 12 4 S313 I4 15 16 17 18 19 11 12 '20 21 22 23 24 2$ 26 to t9427 28 27 93 31 2$ 26 17 3D ?am start tine F FjA w TR FSS M i w 0 f s12r x 7 892 3 4 5 x 7 62 13 1A IS 16 9 '� '7 i2 13 14 159 20 2T 22 23 1 a 1; '5 19 20 2T 22 30 2s 24 25 26 27 28 29 30 31 Page 17 of 17 Exhibit C continued Standing Rules (1) Dues are to be$100.00 per year for an adult or family membership. Youth,when joining will pay%of the adult dues. , $100 January--December 31, $50 July 1— December for first time members only. Locks will be changed on January 15 of each year (2) Fees for all club shoots and activities will be set by the Board of Directors$20 for members, $25 for non-members, 18 and under $15,family cap$50. Fees for shoots for other affiliations will be charged by their schedule (3) Funds are to be deposited within 48 hours by the Treasurer at the organizations bank. Only the President and the Treasurer shall be authorized to sign checks. Only one signature and one initial will be required on all checks (4) The club colors will be red,white and black (5) Mange rules will be posted in a conspicuous place on the range and each member will abide by all rules (6) Visitors not accompanied by a club member,will not be allowed to shoot on the club's ranges, unless it is a scheduled shoot weekend (7) Club meetings will be held on the first Wednesday of each month. The meeting time will be 7:00pm (8) No living animal shall be hunted or trapped on or around the clubs property boundaries without written approval of the Board of Directors �yUS C O H U AGENDA MEMORANDUM NconpoRF1E 1$52 Public Hearing and First Reading for the City Council Meeting of April 17, 2018 Second Reading for the City Council Meeting of April 24, 2018 DATE: March 21, 2018 TO: Margie C. Rose, City Manager FROM: Nina Nixon-Mendez, FAICP, Director, Development Services Department NinaM@cctexas.com (361) 826-3276 Rezoning property at or near 718 South Navigation Boulevard (Requires 3/4 vote) CAPTION: Case No. 1117-01 GMG Partners, LP.: Ordinance extending a Special Permit for an additional 36 months (3 years) for property at or near 718 South Navigation Boulevard. PURPOSE: The purpose of this item is to allow for the extension the expiration date of the Special Permit for an additional 36 months (3 years). Original SP was approved in 2015 for resource extraction (sand, gravel, dirt, etc.). RECOMMENDATION: Planning Commission and Staff Recommendation (February 21 , 2018): Approval of the extension of the Special Permit for an additional 36 months (3 years). Vote Results: For: 8 Opposed: 0 Absent: 1 Abstained: 0 ALTERNATIVES: 1 . Deny the request. OTHER CONSIDERATIONS: The case is considered controversial as we have received 42.84% opposition. Approval will require a super-majority vote. CONFORMITY TO CITY POLICY: The subject property is located within the boundaries the Westside Area Development Plan and was previously planned for medium density residential uses. The requested zoning is consistent with the adopted Comprehensive Plan (Plan CC) as amended. EMERGENCY / NON-EMERGENCY: Non-Emergency DEPARTMENTALCLEARANCES: 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 Case No. 1117-01 GMG Partners, LP: Ordinance amending Zoning Ordinance 030511 on a property at or near 718 South Navigation Boulevard by adding a 36-month time extension to the special permit time limit initially approved. WHEREAS, GMG Partners, LP. requested, prior to the initial special permit expiration date provided by Zoning Ordinance 030511, as shown in Exhibit "A" and as the site is amended by Exhibit "B", a 36-month extension of the 36-month special permit time limit initially approved, therein requesting a total time limit of 72 months; WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of GMG Partners, LP. (Owner"), for an amendment to the special permit time limit provided in Zoning Ordinance 030511 ; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, February 21, 2018, during a meeting of the Planning Commission, and on Tuesday, April 17, 2018, 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. That Zoning Ordinance 030511 is amended by adding a 36-month time extension to the 36-month special permit time limit initially approved, thus extending the total special permit time limit to 72 months. 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 in conflict with this ordinance are hereby expressly repealed. SECTION 6. All ordinances or parts of ordinances specifically pertaining to the zoning of the Property (34.622 acre tract being out of Lot 1 , Block 10, of the J.C. Russell Farm Blocks) and that are in conflict with this ordinance are expressly repealed. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2018, 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 2018, 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 K:\DevelopmentSvcs\SHARED\ZONING CASES\2018\1117-01 GMG Partners, LP.-SP Extension\Council Documents\Ordinance_1117-01 GMG Partners, LP..docx Page 2 of 2 Ordinance amending the Unified Development Code ("UDC"), upon application by GMG Partners, LP ("Owner"), by changing the UDC Zoning Map in reference to 34.12 acres out of Lot 1, Block 10, J.C. Russell Farm Blocks, from the "IL" Light Industrial District to the "IL/SP" Light Industrial District with a Special Permit for Resource Extraction; 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 GMG Partners, LP ("Owner"), for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, public hearings were held on Wednesday, April 22, 2015, during a meeting of the Planning Commission, and on Tuesday, May 19, 2015, 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 GMG Partners, LP ("Owner"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on 34.12 acres out of Lot 1, Block 10, J.C. Russell Farm Blocks, located on the east side of South Navigation Boulevard and north of Bates Drive (the "Property"), from "IL" Light Industrial District to the "IL/SP" Light Industrial District with a Special Permit for Resource Extraction (Zoning Map No. 050042), as shown in Exhibits "A", Exhibit"B" and Exhibit"C." Exhibit A, which is a metes and bounds description of the Property, Exhibit B, which is a location map, and Exhibit C, which is a site plan of the Property, are attached to and incorporated in this ordinance by reference as fully set out herein in their entireties. SECTION 2. The Special Permit granted in Section 1 of this ordinance is subject to the Owner meeting the requirements of the site plan and the following conditions: 1. Use Regulation: The only use permitted under this Special Permit, other than those allowed by right in the "IL" Industrial District, is resource extraction as described herein; the extraction of sand, gravel, dirt, stockpiling thereof and accessory uses including the storage of equipment and structures necessary to conduct operations. 2. Erosion and Dust Control: Erosion and dust control shall be in accordance with all City, State, and Federal requirements and specifications. U305t1 INDEXED 3. Access: Vehicular access shall be allowed as per the approved site plan and excavation permit. 4. Hours of Operation: Hours of operation shall be limited to the hours between 7:00 A.M. and 5:00 P.M. 5. Restoration: The site shall be restored to pre-existing condition. 6. Time Limit: This Special Permit shall expire in three years or upon termination of the excavation permit, whichever comes first. SECTION 3. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 4. 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 5. 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 6. 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 7. Publication shall be made in the City's official publication as required by the City's Charter. 0415-06 Ordinance—GMG Partners, LP Page 2 of 6 The fore!May ' dinance was read for the first time an assed to its second reading on the this of , 20by the following vote: Nelda Martinez Brian Rosas owc Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn (I 1AR Lillian Riojas The foregoing or finance s read for the second time wand passed finally on oT this the 1ay of 20-6 by the following vote: Nelda Martinez Brian Rosas Rudy Garza Lucy Rubio Chad Magill Mark Scott Colleen McIntyre Carolyn Vaughn Lillian Riojas PASSED AND APPROVED this the day of ' 20 ATTEST: Rebecca Huerta Nelda Martin City Secretary Mayor EFFECTIVE DATE 0415-01 Ordinance—GMG Partners,LP Page 3 of 6 030511. l<HIBIT A $TAT&OFTWUS COIfATY OF"EM Reid Nates of a IfA97 sae trap of kind being out of Lot 1,Bhxk 10,J.C.Russeil Farm Blocks,as Showa one"racadrd in vohane SII,poses 51.59,Map ReeardsNueees Caursty. Texas.Sold 1097 nen Uact also beteg the nano poet described In dead marded in Ooeameat No.265201.Dad Numn County.Terra,Said 19.447 acts once b ft asap pr Weily den dbed as follows" COMMEMCING at a poi iA rbc asst shirt of wap of HaviSrJems Bordavaad,sdd point Writ on*a mWilt Ila afLm 1,block 10,du mnh In of Rous RAA a 40 fool unopened road,tram WHENCE a SW Iran wo fauad to the ant d&of way of Neviptita 8oakvoA fox tlrt esraman west corm of a 1h.24 oast tract out of Loi 3,Block 9.as described is dead reeaedad in Doetatseot Na 1094033m,Orad Records Nucces Coruay.Texas,and a 7.99 am tract out of Lot 3.91*4 9,sit daterb ed In ieod rocasded in Doanreeot No,2MI0M.Deed Records Nam County.Texas,Stars South 01016.50'East,a dbWut of 319.70 foot. THENCE wlth she stet slot of war of Navt¢atloa Boulevard.North ON16'S4"iVM a dbuntc of 10MA9 fact to a SW iron rod set tar the aastbwsst comes*to 19.63 acre seed,as described In a dead wooded in Doew mt No.745132,Deed hatreds Nuets:s Cauoty.Tms,the MRXhwcn Comer of ttbu survey,cad kw the r01NT of xzcl YlNc. THENM wM the aa1 ride olway orNavitstioo Ilouh vartl Nerds Ol"36'S4"WM a d"Ce orism fret to a Sgt'iron rod sale the right or%uy WN"ption Boulevard.for doe souhwest saner of a 9.?S pmtract am of Lot I.Shat 1o,a daserfm d dr a dopd rweatiod Is Lloenmoat No.2OMSM3 Deed Records Nttews Cotrety,Texas,sod for tM naehwast now arft survey. 'HEMI Nash IIJIM106"East,at a distarwo of 1490.81E fbat pass a Yll"iron ted sot at ars onset,and In dl a taw dtstarxz or 1524.69 fad to a 5x*iron sod set In Ike west line of Lot 2. Ube cast lira of Lot 1,Ow soadrerst comer oraw raid 9.7S Krc trier,sad for the nonbetat comer Of dtfs twrwty. TyEd E with obe west line a(Lot of S„rhe earl line of Leet 1,$oath 01'26•S4"IEnK a dlnsnee of 317.02 fed to a 3W has iqd=In the w=botmdory,11rc of Lot Zr the cost lint or Lot 1.ser the "ro met a mw of nu 19 3 arta ante,red Cor Ow smabrast coma d dais swm. T11RNC8 Sewh W e33'Oif Wa4 at a astu m or3s.o0 fust pass a yr,Iran rod act as an oboes. and is oil a toed dbu=of 1499.64 fat to tkc row or BEGINNING orchis wr4y,ad Musinirra 19.497 rata of(sad,mere IN Ins. Ninos: I)Dowinpsate based on(Aobd PtWtioWgSystem NAD 113(93)4205 Datum. 1)A Map of espial dors wlw*ardes deli Mou and boueds d©sulpitoa 1.Rnsdd L Rrisxar do haelsy certify that this May of at woww kpft dascrtsed batein vw made on the ywnd ohs day =jW 7-2814 rad is sorrext to dee bent ormy know kdts orad belie. 1;�IngvG.. Roadd F_Butter.MW N4.5407 Date:Jrauuy 13.2014 r CSF I1 131-VC � .�W,r'f-a AMOUNT: Oft PAGES' SAN,IAMO T TLE SERV CES a swt, rstssr Exhibit A 0415-06 Ordinance—GMG Partners, LP Page 4 of 6 O ,e c J m 2 C_ X 2 RS-6 s � RS-6 - _.------ a.. is 800 DWOV '.SWk" Feet ay OwvtlOpAWR 9aykva CASE: 0415-06 At!- SUBJECT PROPERTY WITH ZONING ---- - 10 Subject Property RM+ Ww.m0y1 L LgMlneaftrlal SU ECT Y FV" MutW=ly z M w. R+e,A D /PROPE�tTY RMJ WMRamly. PUD wn"Uil O0 Orwf.y OM hOMfloru10100e Re-10 RingNfamly l0 MAT WRWfNy AT RtH Vvwy amly! p CM-1 MN1Rt4orltao0 C--.Wi RR-a,R ERgMfnmly 1.0 CRS IMiytew1moe C—m mhd Re-TF Twe-Famlly S 4 CR-1 Rf COmm.ml RR-10 Rllgwf .mly tR CR-i Ibaart Comm.mkl RE Ry MaE1O Ce-1 Owl RR-TN TwQ—a CDS Cm—lMl RgaMt CI Wft..w[mal RfuNlaaa - Para � CRD D.w —Commerttal RMR a mft tfrfd R.mf CRS Reswcomm.mlal FR faint R..l5 City ar R .--O—." °P R"`" i°i" LOCATION MAP CC hns�ti Exhibit B 0415-06 Ordinance—GMG Partners, LP Page 5 of 6 \YQ�M.Yi�.YwwNti.YIYWw Mh`�.*MY�YIY1.YM�M/^AtI,MY Ma�hl f.tQ�-•�►•i r L Lu wr 14 �tI ■ d t� 5 sr � a � i } Exhibit C 0415-06 Ordinance—GMG Partners,LP Page 6 of 6 ------------------ PUBLISHER'S AFFIDAVIT State of Texas } CITY OF CORPUS CHRISTI County of Nueces } Ad#550344 PO# Before me,the undersigned, a Notary Public,this day personally came GEORGIA LAWSON,who being first duly sworn, according to law, says that she is LEGAL SALES REPRESENATIVE AND EMPLOYEE OF THE PUBLISHER, namely,the Corpus Christi Caller-Times,a daily newspaper published at Corpus Christi in said City and State,generally circulated in Aransas,Bee,Brooks,Duval, Jim Hogg,Jim Wells,Kleberg,Live Oak,Nueces,Refugio, and San Patricio, Counties, and that the publication of NOTICE OF PASSAGE OF ORDINANCE(S)NO which the annexed is a true copy, was inserted in the Corpus Christi Caller-gimes on: CC-Corpus Christi Caller-Times 06/01/15 Mon CC-Internet- caller.com 06/01/15 Mon LEGAL SALES REPRESENTATIVE On this a day o , 20—[-S I certify that the attached document is a true and exact copy made b pub fisher. Notary Public, State of T xas "nYt MICHELLE JOYCE CABREHA My Commission ExPires March 19,2016 9 t�1,E a�E� 2E June 1,2015 CALLER 1 IMES - - MC NOTICE OF PASSAGE OF ORDINANCES)_ NO. 030530, Ordinance amending the.Unified Devel- opment Code ("UDC"), upon application by Corpus Bayside Investments; LLC ("Owner"), by`changing the UDC Zoning Map in refer- ence to Lot 15,Block 2,Flour Bluff Estates#2, from the "CG-1" General "Commer- cial District to the "CG-1/ SP" General Commercial District with a Special Per- mit for a microbrewery;NO. 030511, Ordinance amend- ing the Unified Development Code ("UDC"), upon appli- cation b GMG Partners,LP ("Owner ), by changing the UDC Zoning Map in refer- ence to 34.12 acres out of Lot 1, Block 10,J.C. Russell Farm Blocks, from the "IV Light Industrial District to the"IL/SP" Light Industrial District with a Special Per- mit for Resource Extraction; amending the Comprehen- sive Plan to account for any deviations;•and providing"for a repealer clause and pub- lication. These ordinances were passed and approved on second reading by the City Council on May 26,2015. /s/Rebecca Huerta City Secretary Visrr callerlocaffied.com/classifieds 24/7 r PUBLISHER'S AFFIDAVIT State of Texas } CITY OF CORPUS CHRISTI County ofNueces } Ad#523939 PO# Before me,the undersigned, a Notary Public,this day personally came GEORGIA LAWSON,who being first duly sworn, according to law, says that she is LEGAL SALES REPRESENATIVE AND EMPLOYEE OF THE PUBLISHER, namely,the Corpus Christi Caller-Times, a daily newspaper published at Corpus Christi in said City and State, generally circulated in Aransas, Bee, Brooks, Duval, Jim Hogg,Jim Wells, Kleberg, Live Oak, Nueces, Refugio, and San Patricio, Counties, and that the publication of NOTICE OF PUBLIC HEARING TO CONSIDER which the annexed is a true copy, was inserted in the Corpus Christi Caller-Times on: CC-Corpus Christi Caller-Times 05/03/15 Sun CC-Internet- caller.com 05/03/1 un LEGAL SALES REPRESENTATIVE On this day of '20 `� I certify that the attached document is a true and exact copy made by publisher. Notaryubli , xas �,0AV MICHELLE JOYCE CABRERA My Commission Expires s Mach 19,2018 spirt y R,J 6E May 3,2015 CALLER TIMES 4 NOTICE OF PUBLIC HEARING TO CONSIDER RE-ZONING APPLICATION(S)IN THE CITY OF CORPUS CHRISTI Notice is hereby given thatthe Corpus Christi City Council Holl conduct apOblic Hearing on May 19,2015 duringa"reg- ular Council meeting which commences.at 11:3Q a m.in the Council Chambers;City Hall, 1201 Leopard,.to con= sider the following zoning applicationsich are on file in the Department of Development Services. At said time&place of hearing, persons&parties interested may appear before the City. Council: 1.Case No.0415-05 AAF-Van- tage at Corpus Christi, Inc: A change of zoning from the"RS-6" Single-Family 6 District to the"RM-1"Mul- tifamily 1 District on 19.74 acres out of the remainder of a,20.26 acre tract described as Parcel 5 in a5pecial War- ranty D.eec� from William E McKenzie, Jr. to William E. "McKinzie,Jr. Family Limited Partnership, located on the south side of Up River,Road between Deer Run Drive and Carbon Plant Road. .`.� 2.Case No.0415-06 OUG Part- ners,LP:A change of zoning from the"IVI Light Industrial District to the "IL/SP"Light Industrial District with a Special Permit for Resourcb Extraction on 34.12 acres out of Lot 1, Block 10, J.C. Russell Farm.Blocks;located on the east side of South Navigation Boulevard and. north of Bates Drive. 3. Case No. 0415-07 Staples Developmeid,-LLC:A change of zoning from the"RS-6" Single-Famify-6 District to the"RM-1"Multifamily 1 Dis- trict on a 15.125 acre tract .;,,��.„,�a w►.,6► ,e.a.. of land out of a portion of Lots 13 and 14, Section 11, Flour Bluff and Encinal_Farm and Garden Tracts,located along the north side of Tim- bergate Drive approximately 1,300 feet east of South Sta- ples Street 4. Case,No. 0415-M Corpus Bayside investments,LLC:A change of zoning from the "CG=1"General Commercial District to the "dL:light Industrial District on Lot 15, Block 2, Flour Bluff Estates #2,located at the.northwest corner of Scotland Drive and Naval Air Station Drive. information may.be obtained by calling or visiting the Department of Development Services at (361) 826-32.40, 2406 Leopard Street. /s/Rebecca Huerta City Secretary STATE OF TEXAS NUECES COUNTY EXHIBIT"A" Field Note Description for a 34.6220 acre(1,508,135 square feet)tract being out of Lot 1, Block 10, of the J.C. Russell Farm Blocks, as recorded in Volume 28, Pages 58-59, Map Records Nueces County,Texas, (M.R.N.C.T.), said 32.1020 acre tract being out of a portion of a called 19.632 acre tract as described in Doc. No. #2014004928 of the Official Public Records of Nueces County Texas (O.P.R.N.C.T.), and also being out of a portion of a called 19.497 acre tract as described in Doc. No.# 2014004931 of the O.P.R.N.C.T., said 34.6220 acre(1,508,135 square feet)tract being more particularly described by metes and bounds as follows: BEGINNING at a 5/8 inch iron rod with "Brister" cap found in the east Right-of-Way(R.O.W.) of Navigation Boulevard for the northwest corner of the Driscoll Foundation called 15.48 acre tract out of Lot 1, Block 10 of the said J.C. Russell Farm Blocks, from which the north line of Bates Road (undeveloped 40' R.O.W.) bears South 01°27'25" East, 389.76 feet., same point being the southwest corner of a called 19.632 acre tract, as recorded in Document No. 20140004928 O.P.R.N.C.T., for the"POINT OF BEGINNING"and the southwest corner of the herein described tract; THENCE North 01°27'25"West, along and with the east R.O.W. of the said Navigation Boulevard, and the west boundary line of the herein described tract, a distance of 235.28 feet to a%inch iron rod with plastic yellow cap stamped "RPLS 5886" set for a horizontal curve to the right and a corner of the herein described tract; THENCE departing Navigation Boulevard and crossing and severing the said 19.632 acre tract, continuing along and with said curve to the right, having a radius of 15.00 feet, an arc length of 23.56 feet, and a delta angle of 90°00'00", to a%inch iron rod with plastic yellow cap stamped 'RPLS 5886" set for a corner of the herein described tract; THENCE North 88°32'35" East, continuing across and severing the said 19.632 acre tract, a distance of 349.00 feet to a %inch iron rod with plastic yellow cap stamped "RPLS 5886" set for a corner of the herein described tract; THENCE North 01°27'25"West, continuing across and severing the said 19.632 acre tract, a distance of 60.00 feet to a%inch iron rod with plastic yellow cap stamped 'RPLS 5886" set for a corner of the herein described tract; THENCE South 88°32'35"West, continuing across and severing the said 19.632 acre tract, a distance of 233.00 feet to a %inch iron rod with plastic yellow cap stamped "RPLS 5886" set for a corner of the herein described tract; THENCE North 01°27'25"West, continuing across and severing the said 19.632 acre tract, at 250.56 feet crossing and severing into the called 19.497 acre tract, in all a distance of 498.97 feet to a%inch iron rod with plastic yellow cap stamped "RPLS 5886" set for a corner of the herein described tract; THENCE North 88°32'35" East, continuing across and severing the said 19.497 acre tract, a distance of 233.00 feet to a %inch iron rod with plastic yellow cap stamped "RPLS 5886" set for a corner of the herein described tract; THENCE North 01°27'25"West, continuing across and severing the said 19.497 acre tract, a distance of 60.00 feet to a%inch iron rod with plastic yellow cap stamped "RPLS 5886" set for a corner of the herein described tract; THENCE South 88°32'35"West, continuing across and severing the said 19.497 acre tract, a distance of 13.00 feet to a%inch iron rod with plastic yellow cap stamped "RPLS 5886" set for a corner of the herein described tract; THENCE North 01°27'25"West, continuing across severing said 19.497 acre tract, a distance of 248.63 feet to a%inch iron rod with plastic yellow cap stamped "RPLS 5886" set in the south boundary line of a called 9.748 acre tract as described in Document No. 2014004443 O.P.R.N.C.T. for a corner of the herein described tract; THENCE North 88°33'27" East, along and with the south boundary line of the said 9.748 and the north boundary line of the said 19.497 acre tract, same being the north boundary line of the herein described tract, at a distance 1148.69 feet passing a %inch iron rod with "Brister" cap found, in all a distance of 1173.69 feet to a%inch iron rod with "Brister" cap found in the west boundary line of Lot 2, Block 10 J.C. Russell Farm Blocks, as described in Volume 28, Page 58-59, M.R.N.C.T., for the northeast corner of the said 19.497 acre tract and a corner of the herein described tract; THENCE South 01°27'25" East, along and with the west boundary line of the said Lot 2, Block 10, J.C. Russell Farm Blocks and the east boundary line of the said 19.497 acre tract, at a distance of 557.02 feet passing a %inch iron rod with "Brister" cap found for the southeast corner of the said 19.497 acre tract and the northeast corner of the said 19.632 acre, in all a distance of 1117.91 feet to a%inch iron rod with "Brister" cap found for the southeast corner of the said 19.632 acre tract and the southeast corner of the herein described tract; THENCE South 88°33'19"West, departing the west line of the said Lot 2, Block 10,J.C. Russell Farm Blocks and continuing along and with the south boundary line of the said 19.632 acre tract, the north boundary line of the said Driscoll foundation called 15.48 acre tract, a distance of 1524.69 feet to the"POINT OF BEGINNING" and containing within these metes& bounds 34.6220 acre(1,508,135 square feet) of land, more or less. (All bearings are based on The Texas State Plane Coordinate System, South Zone 4205, NAD 83). 1 hereby certify that the foregoing legal description was prepared from an on the ground survey performed on February 13, 2015, under my supervision and it correctly represents the facts found at the time of the survey. "REVISED 01/26/2018. Svrd� �.��a�TEp� Xavier Sandoval ......�� Registered Professional Land SurveyorV '' License No. 5886 State of Texas '— t STABIL DRILL SPECIALTIES LLC STABIL TRACT BLOCK 1, LOT 1R PROPERTY ID 200110704 CL 9.748 ACRES OUT OF THE SOUTH HALF OF TRACT 9A, BLOCK 10 AND A PORTION OF LOT 1, BLOCK 10, J.C. RUSSELL FARM BLOCKS III I VOL. 28, PGS. 58-59, MAP III I RECORDS OF NUECES COUNTY, TEXAS III I LENTER INVESTMENTS, LLC 50' DOC. NO. 2014004443, O.P.R.N.C.T. III KRIS ER cAP III II 1d N 88.33'27 6 1173.69' z d III II IIS III II II � RF"BRISTER"CAP III II II am rn N I-H e s II 1s III `P II o '"s a s S 88.32'35" W Q 13.00' > rn N 01'27'25" W I I II p 60.00' III I m IRF•BRISTER•CAP y Z II II o z N 88'32'35" E I I 1 o z Iv 233.00' CO CD a52^ III II g<N�o Z N H r� ORIGINAL LOT LINE BETxEEN ME CALLED I I II O N rn IRF•BRISTER•CAP 19.632 ACRE TRACT,DOC.N0,d20I4004928, O.R.R.N.C.T.,AND THE CALLED 19.49]ACRE TRACT.DOC.NO.2014004931,O.P.R.N.C.T. Z S 88'32'35" W I I I p 233.00' I I 1 A c N A2r3.56' N 01'27'25" W 2a'sulRx+reas urf EA4NFNT r R 1 00' `,()LL I.x as.DRN.cT 11 �' � N 88.32'35" E 60.00' wL 2a PG M-s9,xRR.0 —1 FT II 09 '00'00" III I � II 349'00 SURVEY OF 34.6220 ACRES (1,508,135 SO. FEET), TRACT OF LAND III II o OUT OF THE JC RUSSELL FARM BLOCKS, VOL. 28, PGS. 58-59, III I II N M.R.N.C.T., BEING OUT OF A PORTION OF A CALLED 19.632 ACRE III II N J TRACT, DOC. NO#2014004928 O.P.R.N.C.T., AND A CALLED 19.497 CO U ACRE TRACT, DOC. NO. #2014004931 O.P.R.N.C.T. III Il IRF"BRIS ER'CAP III 1 II m PLPL PL + S 88'33'19" W 1524.69' I II 11 RF"BRISTER"CAP 12.24 ACRES OUT OF IIIA LOT 3, BLOCK 9 IIIA§� J.C. RUSSELL FARM BLOCKS I II VOL. 28, PGS. 58-59, M.R.N.C.T. ads DRISCOLL FOUNDATION DOC. NO. 1998033882, O.R.N.C.T. 0 200 400 600 E OF T 1 .o NOTES: `..* • THE SUBJECT PROPERTY IS SITUATED WITHIN FLOD ZONE "C". KNOWN AS AN AREA OF XAVIER SANDOVAL MINIMAL FLOODING. AS INDICATED ON FEMA FIRM COMMUNITY PANEL NUMBER: 485464 0165 i,:po 5886Q?p C, EFFECTIVE DATE: JULY 18, 1985, FOR CITY OF CORPUS CHRISTI, TEXAS, NUECES COUNTY. "kms • *SURVEYOR DOES NOT GUARANTEE OR WARRANT THE ACCURACY OR CORRECTNESS OF FEMA /SERNO. w SU0< FIRM MAPS. • GRID BEARINGS ARE REFERENCED TO THE TEXAS COORNNATE SYSTEM, NAD83, SOUTH ZONE RETE PROFESSIONAL LAND SURVEYOR 4205. LIC 5886, STATE OF TEXAS • A METES&BOUNDS DESCRIPTION ACCOMPANIES THIS BOUNDARY EXHIBIT. • O.P.R.N.C.T. = OFFICIAL PUBLIC RECORDS OF NUECES COUNTY, TEXAS. I, XAVIER SANDOVAL, REGISTERED PROFESSIONAL LAND • M.R.N.C.T. = MAP RECORDS OF NUECES COUNTY, TEXAS. SURVEYOR OF TEXAS, DO HEREBY CERTIFY THAT THIS PLAT • D.R.N.C.T. = DEED RECORDS NUECES COUNTY TEXAS. REPRESENTS AN ON THE GROUND SURVEY, PERFORMED UNDER • ALL PROPERTY CORNERS ARE 5/8" IRON RODS NTH PLASTIC YELLOW CAP STAMPED "RPLS MY SUPERVISION THIS THE 13 DAY OF FEBRUARY, 2015, 5886" EXCEPT AS NOTED. "REVISED ON 01/26/2018. • CL = DENOTES CENTERLINE. SURVEY OF 34.6220 ACRES(1,508,135 SO. FEET),TRACT OF LAND OUT OF THE • PL = DENOTES PROPERTY LINE. JC RUSSELL FARM BLOCKS,VOL.28,PGS. 58-59,M.R.N.C.T.,BEING OUT OF A • P.O.B. = "POINT OF BEGINNING'. PORTION OF A CALLED 19.632 ACRE TRACT,DOC.NO#2014004928 O.P.R.N.C.T., • THE SUBJECT PROPERTY HAS ACCESS TO&FROM A PUBLIC ROADWAY. AND A CALLED 19.497 ACRE TRACT,DOC.NO.#2014004931 O.P.R.N.C.T. THERE ARE NO VISIBLE ENCROACHMENTS OR OVERLAPPING OF IMPROVEMENTS EXCEPT AS DEAND,BY D\lt. -V%7T N V • SHOWN. %DS 0219FNIlIi • THERE MAY BE ADDITIONAL ABOVE&BELOW GROUND IMPROVEMENTS WHICH MAY OR MAY WPBOPER DA'Z'E': . ■ NOT BE IN CONFLICT WITH BUILDING SETBACK& EASEMENT LINES NOT SHOWN OR UNKNOWN 'BLVTS&T1 SURVEYINGMAPPING TO THE SURVEYOR. %DS 01262018 1 • THERE MAY BE EXISTING UTILITIES&PIPELINES NOT SHOWN ON PLAT. USE THE TEXAS ONE SCA!.: PROJBC'TSO.: FD5uwEYING s MAPPIKG PC. CALL SYSTEM TO LOCATE PIPELINES BEFORE PERFORMING EXCAVATIONS ON THIS PROPERTY E: 2 i o. a.7 1 s 9 (http://tex(is8ll.org/). I"-2W' Io0210 ALL RIGHTS RESERVED o UCC1-2.7. 180126 ECSTRATION 10 1 94170 Zoning Case #1117-01 GMG Partners, LP. Rezoning for a Property at 718 South Navigation Boulevard City Council Presentation April 17, 2018 Aerial Overview - 00 pG�30O pC�Q� °• .' °9 66�f1 pCc>ro199 Lam/CC��JJ ll�r � 0 � � o . _ 2 `I Subject Property at 718 South Navigation Boulevard A�pe� It 0 0 a; a: z Vicinity Map BkTE6 DR o�oa� 00penStreetMap(and)contributors., CC-BY-SA 3 a Zoning Pattern 66�f1 99 66 �LJ�99 1978 LfIJ o 66�f1 99 �IJ l5� IJ C�J8 6gna, 99 ppc��L��l�C�77 pG�30O pCG�34� ppc���1 9077 � 66�f1 p(c>ro199 � Lam/CEJ l� 66�f1 //Ccro199 � Michas" Planning Commission and Staff Recommendation Approval of the requested time extension of 36 months (3 years) for the Special Permit (SP). Original SP approved May 2015. PLANNING COMMISSION FINAL REPORT Case No. 1117-01 INFOR No. 17ZN1039 Planning Commission Hearing Date: February 21 , 2018 I-- Owner/Applicant: GMG Partners, LP. m M � Location Address: 718 South Navigation Boulevard `—' 'L Legal Description: Being a 34.622 acre tract being out of Lot 1 , Block 10, of Qm the J.C. Russell Farm Blocks, located on the east side of South Navigation o Boulevard, north of Bear Lane, and south of Agnes Street (State Highway 544). Request: Special Permit Time Extension Area: 34.622 acres _ Purpose of Request: Extend the expiration date of the original change of 0 zoning to the "IL/SP" Light Industrial with a Special Permit for an additional 36 months (3 years). Original SP was approved in 2015 for resource extraction (sand, gravel, dirt, etc.). Existing Zoning District Existing Land Use Future Land Use Site "IL" Light Industrial Vacant Light Industrial Z North "IL" Light Industrial Vacant Light Industrial x _ = South "IL" Light Industrial Vacant Light Industrial Lu N East "RS-6" Single-Family Vacant Light Industrial West "RS-6" Single-Family Vacant Light Industrial Area Development Plan: The subject property is located within the boundaries Ca v, of the Westside Area Development Plan and is planned for light industrial uses. o The proposed rezoning to the "IL/SP" Light Industrial District with a Special •a Permit remains consistent with the Comprehensive Plan as amended and the a o Westside Area Development Plan. Q Map No.: 050042 Zoning Violations: None 0 Transportation and Circulation: The subject property has approximately i 0 1,100 feet of street frontage along South Navigation Boulevard, which is an "Al" CL N Minor Arterial. ca L Staff Report Page 2 Street Urban Transportation Planned Existing Traffic Plan Type Section Section Volume p South 95' ROW 70' ROW 3,467 N d Navigation "A1" Minor Arterial 64' paved 22' paved ADT Boulevard Staff Summary: Request: The purpose of the request is to extend the time limit of the Special Permit for an additional 36 months (3 years). AICUZ: The subject property is not located in one of the Navy's Air Installation Compatibility Use Zones (AICUZ). Plat Status: The subject property is not platted. Department Comments: • The applicant is requesting a time extension for the Special Permit that was issued on May 26, 2015. A time extension is needed in order for the Special Permit to remain valid. • The original application for a Special Permit was for the continued use of the property for a resource extraction use, specifically the extraction of sand, gravel, dirt, stockpiling thereof and accessory uses including the storage of equipment and structures necessary to conduct operations. • The applicant plans to continue operations as deemed by the Special Permit. Original Special Permit Conditions: 1. Use Regulation: The only use permitted under this Special Permit, other than those allowed by right in the "IL" Industrial District, is resource extraction as described herein; the extraction of sand, gravel, dirt, stockpiling thereof and accessory uses including the storage of equipment and structures necessary to conduct operations. 2. Erosion and Dust Control: Erosion and dust control shall be in accordance with all City, State, and Federal requirements and specifications. 3. Access: Vehicular access shall be allowed as per the approved site plan and excavation permit. 4. Hours of Operation: Hours of operation shall be limited to the hours between 7:00 A.M. and 5:00 P.M. 5. Restoration: The site shall be restored to pre-existing condition upon expiration of the Special Permit. 6. Time Limit: This Special Permit shall expire in three years or upon termination of the excavation permit, whichever comes first. Staff Report Page 3 Planning Commission and Staff Recommendation (February 21, 20181: Approval of the requested Special Permit time extension for an additional 36 months (3 years). Vote Results: For: 8 Opposed: 0 Absent: 1 Abstained: 0 Number of Notices Mailed — 11 within 200-foot notification area 5 outside notification area 0 As of February 16, 2018: In Favor — 0 inside notification area o — 0 outside notification area z In Opposition — 2 inside notification area — 0 outside notification area a Totaling 22.19% of the land within the 200-foot notification area in opposition. Attachments: A. Location Map (Existing Zoning & Notice Area) B. Special Permit Ordinance C. Revised Metes and Bounds D. Public Comments Received (if any) KADevelopmentSvcs\SHARED\ZONING CASES\2017\1117-01 GMG Partners,LP.-SP Extension\PC Documents\Staff Report_1117-01_GMG Partners,LP..docx IL IL 7 T � 9 g 3 Ifl Z m Z H RS-6 Q RS-6 Z I'L 10 4 SP/7 5.-017 0 1 5 I-L SUBJECT PROPERTY BATES-DR R S-4. 5 M- Date Created:21512018 0 400 800 Prepared By:JoannaScoff Feet Department of Development Services i CASE: 1117-01 Revised `- ZONING & NOTICE AREA LEOPARD RM-1 Multifamily 1 IL Light Industrial RM-2 Multifamily 2 IH Heavy Industrial RM-3 Multifamily 3 PUD Planned Unit Dev.Overlay AGNES ON Professional Office RS-10 Single-Family 10 RM-AT Multifamily AT RS-6 Single-Family 6 SUBJECT CN-1 Neighborhood Commercial RS-4.5 Single-Family 4.5 PROPERTY i CN-2 Neighborhood Commercial RS-TF Two-Family CR-1 Resort Commercialw o RS-15 Single-Family 15 CR-2 Resort Commerciala RE Residential Estate CG-1 General Commercialg RS-TH Townhouse CG-2 General Commercial o li q<-a Cl Intensive Commercial SP Special Permit yg cy�ti CBD Downtown Commercial RV Recreational Vehicle Park BEAR 4�9 RMH Manufactured Home CR-3 Resort Commercial FR Farm Rural hyo H Historic Overlay n SNF BP Business Park C Subject PropertyO Owners S City Of with 200'buffer in favor COIpUS 4 Owners within 200'listed on V Owners ON MAP CI1r1St1 attached ownership table v in opposition LOCATIy�� Persons with disabilities planning to attend this meeting, who may require special services, are requested to contact the Development Services Department at least 48 hours in advance at (361) 826-3240. Personas con incapacidades, aue tienen la intenci6n de asistir a esta iunta v que reQuieren servicios especiales,_se les suplica_guue den aviso 48 horas antes de la junta Ilamando al departamento de servicios de desarrollo, at 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 diri-girse a_la commission durante la iuntay su indles es limitado favor de Ilamar_al departamento de servicios de desarrollo al numero (361) 826-3240 al menos 48 horas antes de la junta para solicitar un inter rete ser presente durante la iunta. CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 9197-01 GMG Partners, LP, has petitioned the City of Corpus Christi to consider a "IL" Light Industrial District to the "IL/SP" Li ht Industrial District with a Special Permit for Resource Extraction, not resulting in a change to the Future Land Use Plan. The Special Permit is requested to allow the extraction of sand and gravel. The property to be rezoned is described as: Being a 34.622 acre tract being out of Lot 1, Block 10, of the J.C. Russell Farm Blocks„ located on the east side of South Navigation Boulevard, north of Bear Lane, and south of Agnes Street (State Highway 44). 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, February 21, 2018, during one of the Planning Commission's regular meetings, which begins at 5:30 p.m., in the City Council Chambers, 1201 Leopard Street. You are invited to attend this public hearing to express your views on this rezoning request. For more information, please call (361) 826-3240. TO BE ON RECORD,THIS FORM MUST BE FILLED OUT, SIGNED BY THE CURRENT PROPERTY bWNER(S)AND MAILED IN ITS ENTIRETY TO THE DEVELOPMENT SERVICES DEPARTMENT, P. O. BOX 9277, CORPUS CHRISTI, TEXAS 78469- 9277. ANY INFORMATION PROVIDED BELOW BECOMES PUBLIC RECORD. NOTE: In accordance with the Planning Commission By-Laws, no discussion shall be held by a member or members of this Commission with an applicant or appellant concerning an application or appeal,either at home or office,or in person, by telephone call or by letter. - DUB � D� Prinked Name: ` 1 , Address: iJ" - ity/State; - — - - - ( ) IN FAVOR (OPPOSITION Phone:__ REASON: -1a �ilav� �� G or��G��DQ Vq ✓ . 17LI S P/0-C Ce Signature SEE MAP ON REVERSE SIDE Case No. 1117-01 INFOR Case No.: 17ZN1039 Project Manager:Andrew Dimas Property Owner ID: 5 Email:andrewd2@cctexas.com U.S.POSTAGE>>PITNEY 130WES 4;' ZIP 78401 $ 000.47° City of Corpus Christi 02 4Y1 Development Services Dept. 0000340617 FEB 09 2018 P.O. Box 9277 Corpus Christi,Texas 78469 5 753600100100 DRISCOLL FOUNDATION 615 NORTH UPPER BROADWAY SUITE 1635 CORPUS CHRISTI,TX 78401 l D� .;�� Jfill!J' '!1'!11!'I "'1J'I1JJ '!J,lJ1J'11'11JtI! I'J"IJJJI o - 1175=6 � a PS•4 l SUBJECT IL PROPERTY 1 SATES DR— - q5 4. o.M Cr..-er.Leaol{ � � I r00 ea0 er�o...rscon Fnt ap«e..1N..e•••14•^-^I s-wc.. CASE: 1117-01 Revised SUBJECT PROPERTY WITH ZONING 1 ® P110 1att operlV RM-1 akw-.Ilrt IL Liam*W..NW — ,•-• r RM.' N%My0y INrj3 11. M.—IUM,u,l jPROPERTY RM.' NI.,Ifr.lyi PMI PI..INYMIW C.v.Or.Nr I © \ ON Pr.tn.My T Rita{I.�{r s..q t. C'KI MYNyr.Mm Ri{ amyr.r.-.r. /. Q.t Nall�pOrN..O C"ffim l R{�.{Tw'4 .INki CA4 N—ftc—eA C.neMW R3-1P 61.swlry CR.t it -t Cann-cW RS7{61n{4 r CR2 R..M C-.m.reLl RC R- C6A a.M-1 C-1.1 Rs,iR 7 NW— Ca.7 4- Ce-w.K1Y eP 27 wp—ft `. O Ry R.ei G-M V,INcI.P.M �• '\ Cw C--.-c>tll RMR CR41 Nr.-[C.M.-[rl H Nrlwl.Or-M, [ 5 MRP Chl . Persons with disabilities planning to attend this meeting, who may require special services, are requested to contact the Development Services Department at least 48 hours in advance at (361) 826-3240. Personas con incapacidades. Que tienen la intenci6n de asistir a esta Puntay que requieren servicios especiales, se les suplica Que den aviso 48 horas antes de la iunta Ilamando all del2artamento de servicios de desarrollo 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 meeting. Si usted desea dirigirse a la commission durante la Juntay su ingles es limitado, favor de Ilamar al de artamento de servicios de desarrollo al numero (3011826-3240 al mends 48 horas antes de la 'unta para solicitar un interprete ser Dresente durante la junta. CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 1117-01 GMG Partners, LP,has petitioned the City of Corpus Christi to consider a "IL" Light Industrial District to the "ILISP" Light Industrial District with a Special Permit for Resource Extraction, not resulting in a change to the Future Land Use Plan. The Special Permit is requested to allow the extraction of sand and gravel. The property to be rezoned is described as: Being a 34.622 acre tract being out of Lot 1, Block 10, of the J.C. Russell Farm Blocks„ located on the east side of South Navigation Boulevard, north of Bear Lane, and south of Agnes Street (State Highway 44). 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, February 21, 2018, during one of the Planning Commission's regular meetings, which begins at 5:30 p.m., in the City Council Chambers, 1201 Leopard Street. You are invited to attend this public hearing to express your views on this rezoning request. For more information, please call (361) 826-3240. TO BE ON RECORD,THIS FORM MUST BE FILLED OUT, SIGNED BY THE CURRENT PROPERTY OWNER(S)AND MAILED IN ITS ENTIRETY TO THE DEVELOPMENT SERVICES DEPARTMENT, P. O. BOX 9277, CORPUS CHRISTI, TEXAS 78469- 9277. ANY INFORMATION PROVIDED BELOW BECOMES PUBLIC RECORD. NOTE: In accordance with the Planning Commission By-Laws, no discussion shall be held by a member or members of this Commission with an applicant or appellant concerning an application or appeal,either at home or office,or In person, by telephone call or by letter. Printed Name: F - L Q L)X b i" 716W\) Address: 1 t;- (J 42-r � Lc�Q` / t7 City/State: �/ 12 q�o l ( } IN FAVOR (�N OPPOSITION Phone: REASON: ih�y q Signature r SEE MAP ON REVERSE SIDE Case No. 1117-01 INFOR Case No,: 17ZN1039 Project Manager.Andrew Dimas Property Owner ID:4 Email:andrewd2@cctexas.com * US-PCSTAGE>�PITNEY BOWES w 02 4�►401 $ 000.470 City of Corpus Christi 0000340617 FEB 09 2018 Development Services Dept. P.O. Box 9277 Corpus Christi,Texas 78469 4 753600140020 DRISCOLL FOUNDATION 615 NORTH UPPER BROADWAY SUITE 1635 CORPUS CHRISTI,TX 78401 E 40 ;.f--.7a =w� .� ►1�1�j 1lfll���ll�i�l� la��f a fi ril�,l��� 111 � 3 .�rft��ifja z { 127 SUBJECT IL PROPERTY . rZ2� pg PuaereaAr:Je.ru+F� was"Nom" CASE: 1117-01 Revised - ��✓ SUBJECT PROPERTY WITH ZONING �X subjed ® -wel Ru.l IFeo-11r1 & jk M.l SUBJECT RFu wRR.-IIV 2 w Fr.. V-13t f PROPERr�l_ RF2a 2wlm-mtr PUD Pl...wve.ae.-o...t.r pA Pr.t...b..l bRR. Ri.td 7{In0riemRy'P .. RFI-Rr meRR..rxr Rr R!4 W9*F—HY F f CRI W1pee:..eee C-1.1 RSA.7 amOI.-F—W F ! f CM2MMOMORq.A Ce-mMcw A$-TVw—r—n. / • IF CR4Re Cemm-F..I 'Its EI/gM-r-A't! CR2 R.e-1Cammewl RR R-IeeeKMFmme C6.1 GN .C-. Mul R3,1R 7—k— /.. ca. a.n...+Ce-m.wl M as ulPumR +5, C1L 1-u..siw Cemmewl RY ReenNenu V.nwe P.rF '`~' c" O.w.teem C--R.-r. M, Rovers Certxm.rert RYII Wnif.eer.e Meme • t f.:.' FR Fum R...1 \ur' ! C�ly llr iP irwR .n� „LOCA 0 r Cor�xFs SC GO O Va. v AGENDA MEMORANDUM NORROPP�EPublic Hearing and First Reading for the City Council Meeting of April 17, 2018 1852 Second Reading for the City Council Meeting of April 24, 2018 DATE: April 5, 2018 TO: Margie C. Rose, City Manager FROM: Daniel McGinn, Director of Planning and ESI Daniel Mc(c-cctexas.com (361) 826-7011 Tax Increment Reinvestment Zone #3 Traffic and Planning Analysis CAPTION: Ordinance adopting the "Tax Increment Reinvestment Zone #3 Traffic and Planning Analysis" specific plan PURPOSE: The Tax Increment Reinvestment Zone (TIRZ) #3 Project and Financing Plan includes a Traffic Pattern Analysis as one of the strategic planning initiatives. This initiative was identified as a need through stakeholder feedback following the Bond 2008 projects, as well as through the draft Downtown Area Development Plan. Additionally, the Harbor Bridge replacement project has created an urgent need to create connectivity to the new freeway. BACKGROUND AND FINDINGS: The City engaged the Gateway Planning Consultant team to evaluate current conditions, future opportunities, and identify a path forward that will direct public investments and incentives in the downtown area for the next decade. The Gateway Planning team hosted a series of Design Workshops during the first week of October 2017, engaging the community in order to: 1. guide recommendations on immediate projects to improve traffic flow and access to existing businesses; 2. inform recommendations for improved connectivity in the Marina Arts Districts and SEA District once the Harbor Bridge is relocated; 3. steer recommendations for changes to the existing mobility network, including a prioritized list of infrastructure and operational improvements; 4. help identify redevelopment scenarios that maximize private investment as a result of public improvement projects; 5. and assist in Capital Improvement Program or Bond Program development. The Gateway Planning team then presented their findings and recommendations at the TIRZ #3 Board meeting in the morning, as well as during a public Town Hall Meeting in the evening of November 28, 2017. The feedback provided to the consultant team during those two events are integrated into their finalized recommendations and deliverables. Staff hosted an open house event on March 19, 2018 to present these finalized recommendations to the community. The Tax Increment Reinvestment Zone #3 Traffic and planning Analysis report was presented to the Downtown Management District Board of Directors on March 22, 2018, which passed a resolution recommending adoption of the report by City Council. The Corpus Christi Transportation Advisory Commission and Planning Commission both voted to recommend adoption of the plan on March 26 and April 4, 2018, respectively. And the TIRZ #3 Board of Directors voted to adopt the document on March 27, 2018. ALTERNATIVES: Denial of the proposed Tax Increment Reinvestment Zone #3 Traffic and Planning Analysis with suggestions to the Planning & ESI Department OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: Conforms with City Policy. EMERGENCY/NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Planning, Traffic Engineering, Transportation Advisory Commission — recommended approval March 26, 2018, Planning Commission recommended approval April 4, 2018, TIRZ #3 Board of Directors— adopted March 27, 2018. 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 Fund(s): Comments: None RECOMMENDATION: Staff and Planning Commission recommend approval of the Tax Increment Reinvestment Zone #3 Traffic and Planning Analysis LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation —TIRZ#3 Traffic and Planning Analysis Exhibit A—Tax Increment Reinvestment Zone #3 Traffic and Planning Analysis Exhibit B —Tax Increment Reinvestment Zone #3 Traffic and Planning Analysis Appendix Ordinance adopting "Tax Increment Reinvestment Zone #3 Traffic and Planning Analysis" Specific Plan; and amending the Comprehensive Plan. WHEREAS, the Planning Commission has forwarded to City Council its reports and recommendations concerning the adoption of the Tax Increment Reinvestment Zone #3 Traffic and Planning Analysis. WHEREAS, with proper notice to the public, public hearings were held on Wednesday, April 4, 2018, during a meeting of the Planning Commission, and on Tuesday, April 17, 2018, during a meeting of the City Council, in the Council Chambers, at City Hall, in the City of Corpus Christi, during which all interested persons were allowed to appear and be heard; WHEREAS, City Staff invited the public to workshops and public meetings that were held on October 2, 2017, November 28, 2017, and March 19, 2018 to give input to help develop recommendations for public investments and incentives downtown, and to receive public feedback. WHEREAS, City staff coordinated with various community agencies and organization throughout the process of developing the Tax Increment Reinvestment Zone #3 Traffic and Planning Analysis. WHEREAS, the city shall use the Tax Increment Reinvestment Zone #3 Traffic and Planning Analysis as a guideline to facilitate other plans that the city considers necessary for systematic growth and development. WHEREAS, the City Council has determined that these amendments would best serve public health, safety, necessity, convenience, and general welfare of the City of Corpus Christi and its citizens. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the "Tax Increment Reinvestment Zone #3 Traffic and Planning Analysis" Specific Plan, including: Project Prioritization, Two-Way Conversions, Capital Improvement Program Recommendation, Program and Policy Refinements, and Appendices, are adopted by this ordinance to read shown as exhibits attached and incorporated by reference: A. Tax Increment Reinvestment Zone #3 Traffic and Planning Analysis B. Tax Increment Reinvestment Zone #3 Appendix: Traffic and Planning Analysis SECTION 2. To the extent that the amendment made by this ordinance represents a deviation from the Comprehensive Plan, the Comprehensive Plan is amended to conform to the amendment made by this ordinance. The Comprehensive Plan, as amended from time to time and except as changed by this ordinance, remains in full force and effect. SECTION 3. The City Council intends that every section, paragraph, subdivision, clause, phrase, word or provision hereof shall be given full force and effect for its purpose. Therefore, if any section, paragraph, subdivision, clause, phrase, word or provision of this ordinance is held invalid or unconstitutional by final judgment of a court of competent jurisdiction, that judgment shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this ordinance. SECTION 4. This ordinance takes effect after final passage. SECTION 5. 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. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2018, 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 2018, 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 EXHIBIT A fir r � f � r... :s y i ea or `k CORPUS CHRISTI TX I APRIL 2018 OK'd RGI, Kimley>»Horn GATEWAY EXHIBIT A EXHIBIT /\ A D -am ID I r T|RZ#3 TRAFFIC AND PLANNING ANALYSIS Overview --...-.--..-..-------..-------------------------------------------'5 A. Purpose........................................................................................................................5 B. The Process .................................................................................................................6 C. Market Analysis ............................................................................................................8 D. Aligning Infrastructure with Development.....................................................................8 8 Project Prioritization -------------------------------------9 A. Short-Term Projects (2818 '2028) ...............................................................................0 B. Mid-Term Projects C2021 ' 2828>..................................................................................14 C. Long Term Projects 82O2A +>........................................................................................18 D. SEA District Plan------------------------------'18 E. Reconnected Neighborhoods.......................................................................................10 F Connecting Planning and Transportation -----------------------10 0lTwo-Way Conversions............................................................................................................21 A. ExisdngConddiona----------------------------------.22 B. Proposed Conversions.................................................................................................23 C. Mobility Network Implications.......................................................................................24 D. Implementation.............................................................................................................24 VisualCues toDrivers.................................................................................................................24 E. Case Studies................................................................................................................24 /h< Moving Forward........ —_ ..............................................................27 A. Capital |mprovementProgramReoommendadona------------------.27 7xD0TCoordination Strategy...........................................................................................27 B. Program and Policy Refinements.................................................................................27 APPENDIX (SEPARATE DOCUMENT) LMarket Analysis.......................................................................................................................^4l Economics and Demographics.....................................................................................A1 PreliminaryMarket Overview........................................................................................AG ResidentialMarket Overview........................................................................................A9 Retail and Office Market Overview...............................................................................A1G DowntownEmployment Analysis..................................................................................A18 CriticalAssumptions.....................................................................................................A21 General Limiting Conditions.........................................................................................A22 8 Stakeholder Summary............................................................................................................A25 0l One to Two-Way:Intersection Conversions.........................................................................A27 /V One 8oTwo-Way: Roadway Segn/emba-----------------------------------------A35 J .. EXHIBIT A EXHIBIT A I n V W�v PURPOSE The reinvention of downtown Corpus Christi and the greater Tax Increment Reinvestment Zone (TIRZ)#3 area into a walkable and connected neighborhood through key infrastructure investments sets the stage contextualizing the recommended infrastructure projects within a realistic future for greater Downtown. Gateway Planning and team members Kimley Horn and RCLCO were retained by the City to craft this roadmap and bring together the planning and transportation initiatives for its future. This report sets forth development potential and infrastructure investment in downtown over the next 10 or more years. Several agencies have undertaken multiple planning and transportation projects in the City over the past five years, including a Regional/Urban Design Assistance Team (R/UDAT) report, the Downtown Area Development Plan, the U.S. 181 Harbor Bridge Project, the Downtown Parking Management Study and Strategic Plan, the Strategic Plan for Active Mobility - Bicycle Mobility Plan, and Capital Improvement Projects in the downtown area, as well as enacted policies that supported increased mobility and walkability and entertainment and tourism destinations. However, without a clear path or strategy aligning all these guiding documents, policies or projects together, the implementation can fall short or become misguided as time passes and more development occurs. In that context, neighborhood focus areas are identified and described in relation to the short, mid and long-term investments to show how the planning and transportation projects can work together to catalyze FIGURE 1:TIRZ#3 DISTRICT BOUNDARY FIGURE 2: PROJECT STUDY BOUNDARY various investments throughout downtown ' ► and tie together each of the TIRZ #3 areas in a meaningful way. - s -•-• Additionally, the SEA District exemplifies an meg q area where significant a 't reinvestment and development could occur in the next 10 Chr, -°«• years as the Harbor Bridge project is completed, the short- term investment j' strategies focus on the Marina Arts District to better take advantage _ of the street network improvements needed • „, _.,., e n to support quality of life. This strategy will also help catalyze demand g<�� ems+ 0 A•r W' '' P 0.Ca E¢ .xEit Exn G kHwgllwyR 1E¢Mi E _ 1 MII CHCREbGS. Eu HERE.QK.gm.u$yS.I.glmap Mr^AERI for new development. ♦� q,.✓��a° Ka Ear;T1dAN1}.CW^Fw RGCC.tOpen'oealRtep _ GwnfiGn E¢spn METI Eui CAnaCH�4kuMl Ev Currently, there is ® 5 EXHIBIT A no predictability about what the area will look like in the near-term, which limits the immediate development potential versus waiting for investment after the Harbor Bridge is completed. FIGURE 3:PROJECT PURPOSI ENTERTAINMENT+TOURISM DESTINATIONS MOBILITY+WALKABILITY DOWNTOWN AREA DEVELOPMENT PLAN HARBOR BRIDGE RELOCATION PROJECT ONE-WAY TO TWO-WAY STREET CONVERSIONS DOWNTOWN PARKING ACTION PLAN NEED FOR CLEAR STRATEGY TO GUIDE PUBLIC INVESTMENTS e NEW COMMERCIAL REHABILITATION REVITALIZATION CONSTRUCTION ACTIVITY THE PROCESS In April 2017, this initiative kicked off with a detailed strategy work session and stakeholder meeting to understand the outcomes desired, the current issues and opportunities, as well as the potential projects.The Team returned in July and October 2017 to conduct a design and project workshop where scenarios and phasing strategies were discussed and then results presented to the TIRZ #3 Board and community at-large for additional feedback and input. Both online and in-person feedback was gathered and then integrated into key projects and deliverables for this initiative. Detailed results from the stakeholder meetings and open house are included in the Appendix of this report. 6 TIRZ#3 TRAFFIC AND PLANNING ANALYSIS DRAFT I APRIL 2018 EXHIBIT A FIGURE 4: ENGAGEMENT SUMMARY+PROCESS Consultant Consultan Consultant Analysis of Site T..". Meeting with Workshop Meeting with Direct You Stakeholder Background A ....... Downtown with City Staff Peoples Street Downtown Meetings Materials+ of E.i.ti.9 Merchants Merchants and Open House Review of Conditions Association Property Owners Previous Pla 111 10/04/2017 17 and Studies1, 1 14 1, 1 1 1 1 1 People 65 People 1. 1: 1 Preliminary Recommendations Presented at Town Hall 11/28/2018, 78 People TIRZ#3 Board Meetint 11/28/2018 What is the most i mpoftant project to you?(1-3 words,use hyphens if typing a phrase or m ultiple words) F 0- ZM W Polltwmd.Responses not accepted. C-2 waterfront walkable shoreline-pedestrian-safety vehicleschaparral ydevelop parked/parking 4L C= people-business two-way-streets moving parklike interchange danger erfboondoggle movement place bri evenuesside seawallwayf.ndinguo alteab1l . yt � harbor-bridge waterQ)+- tqcrossingo-pedestrianc �tw scree a-2 a � microtransit U 3: bottleneck o h a rbo rlshoreel i©e omajQafe make' betweensea O bayfront saf et],events micro back � phase flowU business connecting transit consumers/citizens creating areas focused wheelchair hault Total RewIts:38 ilk 110 GREATEST SUPPORT MOST CONCERN REVISED Water Taxi Two-Way Conversion ECOMMENDATIONS Two-Way Conversion TxDOT Lipan Street Overpass Pedestrian Improvements Chaparral Street Phase II Wayfinding TxDOT SEA District Reconnection Sea Wall Staples Street Extension Agnes/Laredo Gateway 7 EXHIBIT A MARKET ANALYSIS The market analysis undertaken by RCLCO in conjunction with the potential infrastructure project prioritization set forth a greater understanding for development potential and needs in the Downtown TIRZ#3 area over the next 10 years. A detailed report and analysis is included in the Appendix of this report, but several key themes are important to consider in context of the recommendations made in this document: 1. Downtown Corpus Christi sits on an accessible and active waterfront lined with a park, marina, aquarium, museums, convention center, ballpark and entertainment/dining options. 2. Visitation is predominantly event and tourist-driven with Downtown lacking a consistent level of local daytime or nighttime population to support an 18-hour environment. 3. A lack of Downtown residential housing options is likely the primary inhibitor to the Marina Arts District, SEA District and greater downtown area reaching its full potential; however, there is sufficient demand for steady annual absorption of residential housing over the next 10 years, especially as more neighborhood services are delivered to serve the growing household base downtown. 4. A key opportunity, and a major factor to improving the retail and office environments, is to first attract more full-time residents. These four key assessments need to be considered in the context of transportation improvements and future development plans and how they relate to supporting quality growth in Downtown. The potential redevelopment and infill opportunities identified later in this report show various areas in Downtown where additional growth could occur in conjunction with the infrastructure and transportation improvement projects. ALIGNING INFRASTRUCTURE WITH DEVELOPMENT In conclusion, this combined roadmap for investment and development in Downtown utilized a detailed analysis based on market realities and work completed to date, as well as feedback gathered from the community to create a critical path of implementation. The project prioritization matrix identifies projects, phasing, area of impact, and the potential planning cost over the course of three different time frames—2018 to 2020, 2021 —2028, and 2029 beyond. These time windows align with City bond funding as well as the start and completion of the Harbor Bridge project. Subsequently,these projects were utilized to identify corresponding catalytic development opportunities that could result from the economic development, urban design and transportation projects.A detailed concept for the SEA District as well as descriptions of additional neighborhood contexts is included to show how successful infrastructure and transit investments can align planning and development projects to generate sustainable neighborhood economics. 8 TIRZ#3 TRAFFIC AND PLANNING ANALYSIS DRAFT I APRIL 2018 EXHIBIT A PROJECT D D D A Projects throughout the downtown area were identified by existing planning documents, such as the recently adopted Downtown Area Plan, direction by City Staff, and extensive public input. Identified projects were then prioritized into time frames determined by the new Harbor Bridge construction (2018 — 2020), post-Harbor Bridge removal (2021 — 2028) and long term (2029+). The prioritization of the projects takes into consideration the approximate order of magnitude costs based on input from City staff, professional judgment, and correlation to catalytic investment opportunities downtown. The following sections outline the short, mid and long-term projects identified throughout this process as well as the planning level costs associated with each project(if available). This matrix is intended to serve as a tool for implementation and prioritization that the City can utilize to make the most impact over the next ten years and to ensure the significant transportation investments occurring in downtown support economic development and quality of life for residents and visitors. x ft 's Additionally, unique redevelopment and infill f; opportunities were identified throughout the downtown area and in relation to each of the infrastructure investment projects over the next ten years. These areas exhibit development in neighborhood contexts " t and are intended to show revitalization opportunities to reconnect the neighborhoods, employment centers, and entertainment destinations as well as make downtown more walkable and pedestrian friendly so that r it may support additional residential and commercial development in the future. These opportunities are detailed in this section along with the corresponding infrastructure projects recommended around each. As c an example of potential build-out, a detailed concept 4 F plan of the SEA District has also been included. As stakeholder feedback and input has reiterated, tV connectivity and accessibility in downtown is a priority. These projects and potential infill areas show how one does not need to be exclusive of the other and focusing Public Town Hall Presentation-November 2017 on transportation investments alongside neighborhood and development improvements sets the stage for longer term sustainable values and desirability for downtown as not only a neighborhood, but as a destination. It is important to take into consideration that as these projects are designed and implemented, it is imperative that each project includes pedestrian accommodations and improvements to bring the pedestrian pathway around downtown Corpus Christi up to ADA standards. SHORT-TERM PROJECTS(2018- 2020) The following projects identified in Table 1 are short-term projects that will happen in the years leading up to the New Harbor Bridge coming online (2018—2020).These projects, shown in Figure 5, and could be implemented in the near future. ® 9 EXHIBIT A FIGURE 5: SHORT TERM PROJECTS (2018 - 2020) S1 Chaparral St. Pedestrian Improvements(Funded) 21 Brewster Street - — f— S2 Phase l(Funded) Shoreline Blvd. Pedestrian $3 Safety Chaparral St. Ph.2 Two-Way ° $4 p y «�,f``A- �"�'i' �� � � 2,�,� , tai. '•�. Conv.(Under Construction) �- s22 $5 Artesian Park Botanical Gardens > Upper+Lower Broadway ; m S6 Preliminary Feasibility Report _ m a $7 Doss/Mestina St. (TxDOT) � } i $8 Lipan St.(Under Construction) ij ss a Comanche St. "' s S9 (Under Construction) S3 $10 Starr St.Two-Way Conv. ss $11 Peoples St.Two-Way Conv. . ., IH-37 i io $12 Schatzell St.Two-Way Conv. ' .: $13 Lawrence St.Two Way Conv. s7 14 Phase 1 (Completed) � 8 t ' 6 n ` c3 $14 Lawrence St. Resurfacing gam. $15 William St.Two-Way Conv. Sst },V, �4 16? 3 i John Sartain St.Two-Way S16 Conversion 3 $17 Coopers Alley Sidewalk � $18 Kinney/Chaparral Intersection Short Term PPrrojec20 cts $19 Agnes Street Feasibility Study Sh=rt=er=Funded: City 19 23 Short Term:TxDOT R S3 $20 Agnes/Laredo Gateway Beautification(Funded) Proposed Projects Not Labeled S24 Signal Timing(Downtown) S21 Flood Wall Flood Protection S25 Micro Transit S26 Traffic Signal to Four-Way Evaluation S22 Salt Flat Levee Repair (Downtown) S27 Wayfinding(Downtown) S28 Downtown Lighting Phase 1 S23 Marina Breakwaters S29 Water Street Signalization(Funded) Improvements S30 Downtown Beautification(Funded) S31 Marina Arts District N Directional Pavement Marlangs l Vm 10 TIRZ#3 TRAFFIC AND PLANNING ANALYSIS DRAFT I APRIL 2018 EXHIBIT A 7ibie Short Term Project Matrix Project Street Name Limits Description Planning Level Costs S1 Chaparral Street Brewster St.to Hirsch St. Pedestrian Improvements $1,170,000 S2 Brewster Street(Phase 1) N Broadway St to Mesquite Street Phase 1 improvements-sidewalks/shared Included in S1 pedestrian/vehicle street Pedestrian safety improvements,crosswalks,and S3 Shoreline Blvd Furman Avenue to IH-37 signage at IH-37,Twigg, Kinney, Park, Furman,and $974,000 Lawrence S4 Chaparral Street Coopers Alley to IH-37 Phase II resurfacing and streetscape improvements $4,900,000 and two-way conversion Upgrade to Botanical Garden-structured gardens, S5 Artesian Park Artesian Park walkway resurfacing, lighting,art,and a wrought $150,000 iron fence S6 Upper and Lower Lipan Street to Twigg Street Preliminary Feasibility Report with signal warrants $200,000 Broadway Street analysis,slope stability,and historic restoration S7 Doss Street/Mestina Street Leopard St.to Crosstown Access Street connectivity with Harbor Bridge Project TBD S8 Lipan Street SH 286/Crosstown Freeway to Reconstruction $1,100,000 Upper Broadway Street S9 Comanche Street SH 286/Crosstown Fwy to Waco St. Reconstruction $1,300,000 S10 Starr Street Water Street to Shoreline Blvd. Two-way conversion and surface treatment(fog seal) $33,000 S11 Peoples Street Water Street to Shoreline Blvd. Two-way conversion and surface treatment(fog seal) $349,000 S12 Schatzell Street Water Street to Shoreline Blvd. Two-way conversion and surface treatment(fog seal) $66,000 S13 Lawrence Street Water Street to Shoreline Blvd Two-way conversion and surface treatment(fog seal) $25,000 S14 Lawrence Street N. Lower Broadway to Water St. Repair damage due to Cosmopolitan construction $130,000 (Mesquite to Chaparral);fog seal and restripe S15 William Street Water Street to Shoreline Blvd Two-way conversion and surface treatment(fog seal) $33,000 S16 John Sartain Street Water Street to Shoreline Blvd Two-way conversion and surface treatment(fog seal) $191,000 S17 Coopers Alley Shoreline Blvd to Sea Wall Sidewalk from Shoreline to the Sea Wall,crosswalks, $50,000 sidewalk to public restroom and two ramps S18 Kinney/Chaparral Kinney/Chaparral Intersection Evaluate intersection for improvements to traffic flow $25,000 Intersection and implement improvements Feasibility study of street configuration and S19 Agnes Street 14th Street to Chaparral Street reconstruction,appropriate bike facility for corridor, $50,000 pedestrian improvements and landscaping S20 Agnes Street/Laredo Carrizo Street to Chaparral St. Gateway Beautification $25,000 Street Corridor S21 Science and History By Corpus Christi Museum of Flood protection;and replace structurally deficient $2,500,000 Museum Flood Wall Science and History flood wall S22 Salt Flats Levee From the wharf at the Port of Flood protection;repair structural deficiencies $2,351,500 Corpus Christi to W Broadway St. S23 Marina Breakwater McGee Beach Pier to Repairs/improvements to the Marina Breakwater at $3,773,300 approximately 1,800 LF north McGee Beach S24 Signal Timing Downtown Wide Downtown traffic signal analysis.Complete the four- $100,000 way stop evaluation project prior. S25 Micro Transit Downtown Area On-Demand Service $100,000Near S26 Four-Way Stop Evaluation Downtown Area Evaluation to convert traffic signals to four-way stop - S27 Wayfinding Downtown Area City wayfinding signs;check with TxDOT for $500,000 signage related to new Harbor Bridge Project 11 EXHIBIT A Project Street Name Limits Description Planning Level Costs Phase 1 North/South Corridors: Lighting replacement, Chaparral St.Coopers Alley to additions,or upgrades in the S28 Downtown Lighting Harbor Drive;Water St. Kinney Downtown area(assuming $560,000 St.to Resaca St.;Mesquite St- High Pressure Sodium) to IH-37 to Hirsch Street S29 Water Street Signalization Coopers Alley to Twigg Street Traffic signalization,signage, $3,931,000 and street lighting Lower Broadway on the west; Adding streetscape elements Downtown Streetscape Shoreline Drive on the east; such as trash cans,dog S30 Improvements IH-37 on the north;Coopers waste stations,vegetated $1,475,000 Alley south planters, light pole medallions and signage S31 Marina Arts PavemenIH-37 to Coopers Alley and t Lower Broadway to Water Directional pavement $7,000 Street Directional Markings markings for navigation 12 TIRZ#3 TRAFFIC AND PLANNING ANALYSIS DRAFT I APRIL 2018 EXHIBIT A THIS PAGE INTENTIONALLY LEFT BLANK EXHIBIT A FIGURE 6: MID-TERM PROJECTS12021 - 2028) 'r M1 Harbor Drive Repair(TxDOT) � oma M2 Port Avenue Repair(TxDOT) M3 Brewster St. Repair(TxDOT) ' —_ `ry 21 M4 Brewster Street Phase II f�E i T iii 6 fty �i di.:_�'a-da fVl2r 2 M5 SEA District Parking Structure 4 M5 M6 North Broadway Street ' " 6 ILL � .� �. M7 N. Broadway Street(TxDOT) M8 Staples Street Extension M7 a M9 Power Street(TxDOT) 9 y t M10 Belden Street(TxDOT) Mlo M71 ae - M11 Tancahua Street(TxDOT) ►- 1 M1 ra M12 IH-37 Gateway Corridor Plan ° ;r , 1 M13 Twigg Street Pedestrian and Bicycle Bridge _ Twigg Street Two-Way Conv. E, ( air. • M14 (Reconstruction Funded) ` . fi M15 Upper and Lower Broadway ; `"� g'� 1 ++ „16 r. - Street Connection (TxDOT) M16 Water Street Resurfacing JW M17 Mesquite Street Two-Way Conv. ` �: ,• M1$ Coopers Alley-Mesquite Street and Chaparral St. Intersection 79 ; M19 Agnes/Laredo Streets 19 16 Operational Improvements ' M20 Agnes Street-Crosstown Drainage(TxDOT) t M21 Sea Wall Flood Prevention and Legend Pedestrian Access Mid-Term Projects Mid-Term Funded:City M22 Water Taxi Mid-Term:TxDOT M23 SEA District Breakwaters Proposed Projects Not Labeled M24 Downtown Lighting Phase 2 Mea Downtown Lighting Phase 2 14 TIRZ#3 TRAFFIC AND PLANNING ANALYSIS DRAFT I APRIL 2018 EXHIBIT A MID-TERM PROJECTS(2021 - 2028) The projects identified in Table 2 are mid-term projects that will happen in the years immediately after the Harbor Bridge construction and the old Harbor Bridge is removed. It is important to distinguish between the projects that would occur immediately after the new Harbor Bridge is constructed and further into the future because the implications to infrastructure and development might be accelerated in the first half of the time period.These projects are shown in more detail in Figure 6. Table 2: Mid-Term Project Matrix Project Street Name Limits Description Planning Level Costs M1 Harbor Drive Under Current Harbor Bridge Street Repair M2 Port Avenue Under Current Harbor Bridge Street Repair M3 Brewster Street Under Current Harbor Bridge Street Repair M4 Brewster Street(Phase 2) Tancahua St.to N. Broadway Street Phase 2:Sidewalk/Shared Ped/Vehicle Street $1,550,000 M5 SEA District Parking Structure City-owned parking lot Parking Structure for SEA District $10,000,000 M6 North Broadway Street Fitzgerald Street to Brewster St. Reconstruction to improve access $1,725,000 M7 North Broadway Street Belden Street to Fitzgerald Street Improvements to access to SEA District Street extension connecting W.Broadway to N. M8 Staples Street Extension Martin Luther King Dr.to N Broadway Broadway Street,includes railroad crossing and $8,400,000 improvements to the existing Staples Street.Bicycle facility improvements and lighting included. M9 Power Street Tancahua St.to N. Broadway Street Street Extension,Two Lanes M10 Belden Street Tancahua St.to N. Broadway Street Street Repair M11 Tancahua Street IH-37 to Power Street Extension to IH-37 Frontage Road - M12 IH-37 Staples Street to Shoreline Blvd. Corridor Plan and Feasibility Study $100,000 M13 Twigg Street Bridge Upper Broadway St.to Tancahua St. Pedestrian and bicycle bridge over IH-37 TBD M14 Twigg Street Mesquite Street to N.Shoreline Blvd. Reconstruction and area beautification;two-way $3,951,000 street conversion;signalization improvements M15 Upper and Lower Broadway Taylor Street to IH-37 North Connection and Landscape Improvements St.North Connection M16 Water Street Buford Street to IH-37 Resurfacing $2,150,000 M17 Mesquite Street Coopers Alley to Belden Street Two-Way Conversion; Resurfacing;Lighting; Bike $6,195,000 Boulevard;and Streetscape Improvements M18 Coopers Alley Intersections at Chaparral and Two-way conversion,proposed traffic signal,street $2,300,000 Mesquite Street pavement reconstruction and sidewalk improvements SH 286/Crosstown Freeway to Operational improvements without adding capacity M19 Agnes St.and Laredo St. Chaparral SUN Mesquite St. (2015-2040 Metropolitan Transportation Plan, $11,000,000 August);utility improvements. M20 Agnes Street SH 286 SBFR to SH 286 NBFR Reconstruction to address drainage issues M21 Sea Wall Ped Improvements The Art Museum of South Texas to Flood prevention and pedestrian access $10,000,000 and Flood Protection Old Harbor Bridge M22 Water Taxi Water taxi service between Marina Feasibility study to identify stakeholders, partners TBD Arts District,SEA District, N. Beach and sources of funding M23 SEA District Breakwater Three Breakwater Segments Repairs near SEA District;protects Sea Wall and $4,200,000 Barge Dock Phase 2 East/West Corridors • MA District(between Lower M24 Downtown Lighting Broadway and Shoreline) Lighting replacement,additions or upgrades $641,000 • SEA District(between Tancahua and Shoreline) 15 EXHIBIT A FIGURE T LONG TERM PROJECTS (2029 +) L1 Hirsch Street Extension is 0 L2 Starr Street Z`0 c L3 Peoples Street L4 Shatzell Street ; L5 Lawrence Street Two-Way , - �� e r »A Conversion -" �� � ? ati ; • 4 9 1. L6 William Street ' L7 John Sartain Street Two-Way � *` Conversion * t 1 e ` IH-37 � t _ L5 _ N�w.'Y�FB w -5J-Jlr LS L7 a. ,f ,. Al. I Legend Long Term Projects 16 TIRZ#3 TRAFFIC AND PLANNING ANALYSIS DRAFT I APRIL 2018 EXHIBIT A LONG TERM PROJECTS (2029+) The following projects identified in Table 3 are long term projects that the City has identified as projects that they would eventually like to see come to fruition (2029+). Although important to downtown and its development, these projects would require extensive additional study before they could be moved forward. Additionally, market trends and traffic needs could shift between the implementation of short and mid-term projects that the scope and need of the long-term projects could shift or evolve. These projects are shown in Figure 7. Table 3:Long Term Projects Matrix Project Street Name Limits Description Planning Level Costs Li Hirsch Street Extension Chaparral St.to Shoreline Blvd. American Bank Center Extension $660,000 L2 Starr Street N. Lower Broadway to S.Shoreline Resurfacing(Rehabilitation) $736,000 L3 Peoples Street N. Lower Broadway to S.Shoreline Resurfacing(Reconstruction)and Bike Blvd. $879,000 L4 Schatzell Street N. Lower Broadway to S.Shoreline Resurfacing(Rehabilitation) $838,000 Resurfacing(Rehabilitation);Two-Way L5 Lawrence Street N. Lower Broadway to S.Shoreline Conversion between Mesquite Street and Water $786,000 Street,and bike boulevard L6 William Street N. Lower Broadway to S.Shoreline Resurfacing(Rehabilitation) $627,000 L7 John Sartain Street Mesquite Street to S.Shoreline Blvd. Resurfacing(Reconstruction)and Two-Way $748,000 Conversion between Mesquite St.and Water St. 17 EXHIBIT A FIGURE 8: SEA DISTRICT CONCEPT PLAN Single Family 1 Detached 23 u `rte 2 Multi-Family i y 3 Single Family Attached 4 Retail/Office 5 Hotel/Hospitality 6 Mixed-Use — p 179 Restaurant/ r, Destination �1 13 l ` �� 72 8 Cottage Homes J '_±.. 10 y " 9 ABC Extension ��' f 15 �S ST 5 44. ♦ ' HIR 10 Whataburger Field 9 - - PORT AVE �11 8 ' Hurricane Alley i s Waterpark y BReNa'�"s? 0 12 Watergarden 7:. 18 i 13 Art Museum of South Texas - s 14 Heritage Park r 1 7 uf, ESAGA-S7 4 15 Ferry Connection - r s m 16 Museum of Science �, W and History - '�~ e $ ' �S1 s W 17 Sea Wall Extensions S. r w 18 Parking Structure I sl zo r 1 o s 4 1 �} m 19 Concrete Street Amphitheater Y�0 3 to. 2 20 Staples Street Extension 2 21 Old Bayview Cemetery 11 22 American Bank Center - � -- t 23 New Harbor Bridge y 24 i 24 Old County y r� Courthouse rlff� , 25 Federal Courthouse pOH 18 TIRZ#3 TRAFFIC AND PLANNING ANALYSIS DRAFT I APRIL 2018 EXHIBIT A RECONNECTED NEIGHBORHOODS The SEA District plays an important role within the greater downtown and TIRZ #3 area as not only the entertainment destination, but as the area with the greatest redevelopment opportunity. With significant development projects proposed around Whataburger Field and the American Bank Center, including the Historic Courthouse Redevelopment project that will bring even more tourists and residents to the district supporting reconnectivity as well as walkability is paramount. Restitching the street and block grid together where the old Harbor Bridge sits today will create additional blocks for redevelopment and allow the former neighborhoods to the west to be reconnected to the neighborhoods around Heritage Park and the museums.These homes could be small single family units with zero lot lines or cottage courts around intimate open spaces, or townhomes facing the streets and bringing a 24/7 human presence. Small pockets of retail and hospitality uses will support visitors and residents alike. CONNECTING PLANNING +TRANSPORTATION Considering prior downtown planning, the market study, stakeholder input and the Team's professional experience, the following neighborhood contexts were identified in addition to the SEA District, especially as existing, emerging and potential areas for alignment with infrastructure investment to tie together the recommendations for transportation, infrastructure and market need contained in this plan. The SEA District concept plan detailed a full future build-out of short, mid, and long-term infrastructure projects detailed on the prior pages, but reinforces the importance of making sure these projects are completed in consideration of each other. The downtown gateway of SEA District and the MarinaArts District,the IH-37 corridor will undergo a significant transformation after the old Harbor Bridge is removed. Wayfinding and signage will support new infill development around the existing destination restaurants and businesses, fostering the sense of arrival into an area seeking vitality. Peoples Stree Along the historic sea wall in downtown and one of the few direct connectors to Shoreline Boulevard and the T-heads from Uptown, the already popular Peoples Street can also become one of the Marina Arts District's key pedestrian corridors. The wide sidewalks, historic structures, large trees and opportunity for on-street parking support a pedestrian-friendly environment. It is recommended that this corridor remain one-way east of Water Street, but that redesign facilitates slower speeds so that this area transforms into a vibrant commercial destination. South Shoreline Boulevard Pedestrian improvements within and connecting through the southern portion of Shoreline Boulevard around the park and Bayfront District could enhance proximity to existing neighborhoods and underutilized commercial areas making the area attractive for infill residential. Agnes and Laredo The Agnes and Laredo corridor will serve as an important downtown gateway resulting from the relocation of the existing Harbor Bridge. The reinvention of the streets into pedestrian-friendly corridors that connect the existing single family and commercial fabric to downtown will enhance the burgeoning commercial services, artisan manufacturing and design businesses as well as support the upgrading of the residential fabric as well as improve the utilization of the park. Medica nistrirt With the expansion of the medical district, streetscape improvements will make area infill development more attractive as a result of improved connectivity to the Shoreline Boulevard corridor. 19 EXHIBIT A THIS PAGE INTENTIONALLY LEFT BLANK EXHIBIT A NA --Wff CONVEBSIDN 'z The recommended project that generated the most diverse responses from stakeholders was the one- way to two-way conversions throughout downtown. Both one-way and two-way streets have their various advantages and disadvantages that are determined by the environment in which they serve. Historically, various streets in the Marina Arts District (i.e. Chaparral Street) operated as two-way traffic for some time _ before they were converted to one-way operations. In this case, it is recommended that the City consider converting certain streets in downtown from one-way to two-way in phases over the next decade. With each street conversion, there are design and construction costs,including the impact - businesses will experience during construction. z Typically, one-way streets result in faster traffic flow with less turning movements at intersections and easier traffic signal coordination. Retaining the one-way operations with modifications could provide additional space for other improvements, such as bike lanes, wider sidewalks, curb i extensions, landscaped islands and angled parking. On Historic Photo of Mesquite Street as Two-Way(Source:Corpus the other hand, converting to two-way streets would create Christi Public Libraries Digital Archives) a standard grid of streets that is more intuitive for drivers, particularly visitors unfamiliar with downtown. Two-way streets can also reduce trip length due to improved accessibility to the destination. Unexpected one-way streets can lead to wrong-way driving and increased safety hazards if not designed and implemented properly;therefore, all two-way conversions should be designed and implemented under the supervision of an engineer. Proper implementation should include, but is not limited to, the recommendations listed in the Appendix and the visual cues discussed later in this chapter. EXISTING CONDITIONS The existing downtown street network consists of a multitude of one-way streets, with the exception of Shoreline Boulevard south of William Street, Water Street, Coopers Alley, Kinney Street and Mann Street. Figure 9 shows the existing one-way streets in the downtown area. PROPOSED CONVERSIONS Although converting all the Marina Arts District streets to two-way operations is ideal, the City has recently implemented multiple street renovations and other projects that would be better left in place. This, along with the consideration of on-street parking for businesses in the area, has led to the selection of specific streets to potentially be converted from one-way to two-way: • Chaparral Street from Coopers Alley to IH-37 • Mesquite Street from Coopers Alley to Belden Street • Twigg Street from Mesquite Street to Shoreline Boulevard • Starr Street from Water Street to Shoreline Boulevard • Peoples Street from Water Street to Shoreline Boulevard • Schatzell Street from Water Street to Shoreline Boulevard • Lawrence Street from Mesquite Street to Shoreline Boulevard • William Street from Water Street to Shoreline Boulevard • John Sartain Street from Mesquite Street to Shoreline Boulevard Figure 10 shows the proposed network changes in the downtown area. 21 EXHIBIT A FIGURE 9: EXISTING ONE-WAY STREETS One-WayStreets �- ` v 'i OF �. r I ` f L . r iF + 1 Fj 1 4.41 ., _. it µ rA f i r w �s ff '• T ai 5l y �• �--�t F t!� • ler .t� ,`!' .�_ ,.,�I�Ir' _j�.:,. Ak_ti - ♦ .! 'F` ,T _L -+! mss_ _ . R I J �' '�� a pr ( •^k 1'4".w,�a.r 4' � �• :'' vt iw 22 TIRZ#3 TRAFFIC AND PLANNING ANALYSIS DRAFT I APRIL 2018 EXHIBIT A FIGURE 10: PROPOSED TWO-WAY STREET CONVERSIONS 4 4, One-Way to Two-Way Conversion-Short Term One-Way to Two-Way Conversion Mid-Term � •, � One-Way to Two-Way Conversion-Long Term Existing Signalized Intersection Impacted by - I _� ,� 1%• O Two-Way Conversion - _Tilp r" •` - ,, � \ � �*•,fir s� _. ► _ One-Way Streets IL l7-1 A I P � IZ 06�11 Is I AK vo Rk r � 23 EXHIBIT A MOBILITY NETWORK IMPLICATIONS The conversion of certain streets from one-way to two-way will create changes in the mobility, demand and functionality of the network.The tables in the Appendix provide details of the physical changes along each roadway and their implications and conceptual cost.A visual example of the potential changes at an intersection, specifically Chaparral Street at Twigg Street, can be seen on the following page. Although there are existing signalized intersections that can be impacted by the one-way to two-way conversion, Project S26: All-Way Stop Evaluation should take place prior to the conversions so that intersections that do not warrant a traffic signal can be converted to all-way stop intersections during the conversion process. If an intersection does need to be converted to an all-way stop, the City should consider using their signals as red flashers if possible instead.Therefore, the improvements to convert each intersection or segment provided in the Appendix is preliminary in nature and is based off the existing infrastructure. IMPLEMENTATION These changes to the network will require drivers to develop new behavior when traveling through the Marina Arts District. Visual cues to drivers and pedestrians will need to be upgraded to discourage wrong-way driving and help ease the transition between the existing network and the proposed network. Visual Cues to Drivers The improvements listed in the Appendix include updated signage and pavement markings to allow for simple and quick decision-making. The City should also consider implementing lane direction arrows, wrong way signs, red/white raised pavement markers and mid-block one-way signs where drivers may be confused about the direction of travel for the street they are on or trying to turn onto. FIGURE 11:VISUAL CUE EXAMPLES FOR ONE-WAY STREET CONVERSIONS 'A BEGIN ONE WAY CASE STUDIES A recent case study review investigated the economic impacts associated with conversion of one-way streets to two-way traffic flow in six cities across the U.S. between 2004 and 2011. The researchers found that: • Streetscape improvements that are undertaken in connection with larger economic development and livability strategies are more successful in arts and entertainment sectors; • The arts and entertainment, recreation, accommodation, food, and professional services industries generally experienced positive growth in areas around new two-way streets; • Residential units were also found to increase in several of the cities where conversions took place, especially when paired with downtown housing programs; • Another pattern suggests that higher-income individuals move into areas around the converted streets as incomes around these improvements are shown to grow faster than surrounding areas. William Riggs & Bruce Appleyard (2018) The economic impact of one to two-way street conversions:advancing a context- sensitive framework,Journal of Urbanism:International Research on Placemaking and Urban Sustainability, 11:2, 129-148,DOI: 10.1080/17549175.2017.1422535 24 TIRZ#3 TRAFFIC AND PLANNING ANALYSIS DRAFT I APRIL 2018 EXHIBIT A FIGURE 12: EXAMPLE INTERSECTION CHAPARRAL STREET AT TWIGG STREET(CURRENTLY SIGNALIZED) EXISTING CONDITIONS ' a - - TWIGG STREET o !`per• �,� __ _ _. - _.- 6 WPU Legend Existing One-Way Movement �`+'` { •i I PROPOSED CONDITIONS (AFTER TWO-WAY CONVERSION) f I _ r } Remove ' N1 one-way Install radar sign Remove fn detection for .0 y; ,Rotate no Install pole,mast arm and one-way westbound - parking sign two signal heads for new sign - approach i,•.. westbound approach „*- 1-.••x Remove one-way sign Remove do not :Stripe stop bars and crosswalks r ti enter sign TWIGG STREET . - -' _ Stripe double yellow •fi'�=-�-- �.r center line(typ.) c _ - Retime signals for _ • �—� -- i f-` Remove do not Remove new approaches Remove lane >t: .enter sign one-way assignment sign 1 4. sign a ps Adjust existing - - signal heads andtion - radar detection In addito these improvements, 71 •'� I_ Remove no pedestrian facility improvements left turn sign are needed to meet ADA standards. '1 " Ir f Stripe -street parallel park ng spaces and bulb out per Stripe lane assignment ' TMUTCD guidelines(typ.) arrows(typ.) 25 EXHIBIT A THIS PAGE INTENTIONALLY LEFT BLANK EXHIBIT A DW�v A D i These recommendations and strategies for investment over the next ten years have been outlined in this report for short, mid and long-term implementation. Timing these projects around available funding sources and the construction of the new Harbor Bridge project will be integral to making sure efficient protocols are put in place for development and traffic management during construction phases. The City should work with land owners and private developers as projects arise to ensure that potential development and redevelopment is aligned with future infrastructure projects as much as possible. Additionally, educating the public and private sectors on these upcoming projects will help identify overlap and might accelerate some needed land development or investment as the public improvements come to fruition. CAPITAL IMPROVEMENT PROGRAM RECOMMENDATIONS The cost estimates for each project is for planning purposes only and not for construction or bidding. Before projects can be implemented, initial efforts need to be focused on potential funding sources, including the City's Capital Improvement Program, TxDOT, TIRZ#3, and the Downtown Management District, etc. These investments will require coordination between all the entities and it is important that relationships among the organizations tie together to implement the needed investments. The project matrices take these relationships and coordination strategies into account and the stakeholder engagement with multiple departments and organizations reaffirmed the need. Select stakeholders expressed desire to see expanded coordination between the City and the MPO or TxDOT as a measure to bring accountability to project implementation and overall success. TxDOT Coordination Strategy The Mayor and City Council made it clear throughout this process that the coordination with TxDOT on anything associated with the Harbor Bridge and the reconnection of city streets needs to be a priority at the onset. This project and these recommendations take advantage of bridging p' the relationship with TxDOT to ensure that there are no unforeseen gaps in construction and implementation timing as it relates to the Harbor Bridge. Texas Representatives from the City and from TxDOT were engaged during this of Trsaspartetien project, but because it is such a large undertaking there needs to be additional engagement beyond what was done during this process in terms of where the /f \ former Harbor Bridge was located in the SEA District and how the connectivity between the Marina Arts District and SEA District is enhanced. The recommended projects bring all parties to the table and demonstrate how TxDOT, the MPO and City funding sources are allies on these projects and if done in concert can have a greater economic impact to the community beyond straightforward roadway improvements; which, in the long run, will be more cost efficient and effective for all parties. PROGRAM AND POLICY REFINEMENTS In addition to the recommended infrastructure prioritization and capital improvement projects, several policy level projects should be undertaken in the short term to maximize public investment dollars and ® 27 EXHIBIT A support quality development within downtown. Each of these programs and policy recommendations would require additional study and evaluation. Table 4 identifies recommended policy and program projects that should be implemented in the next two to three years. Table 4: Policy Implementation Recommendations Program/Policy Recommendation Implement MPO Bicycle Mobility Plan As street improvements are made and one to two-way conversions occur, roadways should integrate recommended bicycle improvements and routes as identified under the MPO's plan. Bus Routes—RTA Transit 20/20 Plan Per the RTA's Transit 20/20 Plan,bus routes through downtown should be reexamined as infrastructure improvements occur to identify potential efficiencies and additional routes that might become available under the two-way conversions or street grid reconnections. Extend TIRZ#3 to Agnes and Laredo Maximize the value capture of Downtown by extending the TIRZ #3 boundary to the full extent of Agnes and Laredo from downtown to SH 286/Crosstown based on the recommendations in this report. Sidewalk/Street Tree Management and Maintenance Within the Downtown Management District and greater TIRZ #3 Area, clarify responsibility for sidewalk maintenance and improvements that will: • ensure consistency in quality, style and safety along all street networks; • reduce the burden on local businesses or owners; • enable more effective management of street tree care and preservation;and • explore cost-sharing program options Downtown Parking Study Action Plan The strategies identified in the recently adopted Downtown Parking Strategy by the City should be implemented. Water's Edge Task Force The City should work with the Downtown Management District and/or TIRZ#3 Board to create a water's edge task force that helps support maintenance,activation and programming of the shoreline and T-heads. Construction Phasing and Management The City should organize phasing of concurrent construction projects to minimize traffic impacts, as the Harbor Bridge construction is underway. This should also take into consideration truck traffic and operational standards that might be impacted during construction. Amend Ordinance to Delete One-Way Streets The City should amend its ordinance to remove the one-way streets from its policies and implementation strategies. Amend Urban Transportation Plan Delete redundant collectors on the Urban Transportation Plan. Form Parking Alliance Working with downtown partners and organizations, the City should form a parking alliance to encourage shared parking strategies and implement the recommendations from the downtown parking plan recently adopted. Truck and Loading Zone Standards The Downtown Management District should work with local businesses to develop truck and loading zone standards. These recommendations are not all-inclusive and might result in additional policy needs, but they will help address the immediate needs identified during this process and during stakeholder interview sessions. The roadway improvements will help alleviate several complaints and frustrations for Downtown, however, without the proper planning for economic development and policy-level details, the adjacent owners will still experience frustration when it comes to day-to-day life in Downtown. 28 TIRZ#3 TRAFFIC AND PLANNING ANALYSIS DRAFT I APRIL 2018 EXHIBIT A EXHIBIT A 'a" vi AV aLL- suka r , X17- +�! l• �� - f *0 � � -moi:� ♦'- ./ { M. EXHIBIT B rA WF 06 i tit e i i i ` CORNUS CHRISTI TX I APRIL 2018 i GATEWAY ES RCL Kimley>»Horn PLANNIf,,,N EXHIBIT B EXHIBIT B APPENDIX 0 ° 0 A PREPARED BY RCLCO REAL ESTATE ADVISORS CONTENTS Economics and Demographics............................................................................................................A1 PreliminaryMarket Overview...............................................................................................................A6 ResidentialMarket Overview...............................................................................................................A9 Retailand Office Market Overview......................................................................................................A15 DowntownEmployment Analysis.........................................................................................................A18 CriticalAssumptions............................................................................................................................A21 GeneralLimiting Conditions................................................................................................................A22 OBJECTIVES RCLCO's objective with this engagement is to inform the City of Corpus Christi about strategic areas of focus and timing of downtown redevelopment and revitalization. In addition to infrastructure improvements, the City of Corpus Christi hopes to coordinate policy and redevelopment efforts to create a vibrant downtown environment. In order to accomplish this objective, RLCO analyzed the following land uses to inform redevelopment: Rental Residential >> For-Sale Residential Retail >> Office ECONOMICS & DEMOGRAPHICS Household Density Over the past 10 years, the Corpus Christi Metropolitan Statistical Area (MSA) has grown at a moderate pace, with household growth averaging about 1.1% or roughly 1,850 new households, annually. Going forward, household growth in the MSA is expected to continue at this moderate pace. In Corpus Christi,the majority of households are concentrated south of downtown along the Highway 358 corridor, between downtown and Flour Bluff. Unlike most other downtown districts, Downtown Corpus is one of the lowest household density blocks in the area, despite a relatively large concentration of employment (see page 32). Currently, there are approximately 1,200 households in the Tax Increment Reinvestment Zone#3 (TIRZ #3) with significant opportunity for household growth downtown in the next five to ten years. ® Al EXHIBIT B HOUSEHOLD DENSITY BY BLOCK GROUP Corpus Christi,TX MSA;2017 IFNueces Bay >10,000 to 22,000 >7,000 to 10,000 >5,000 to 7,000 >2,000 to 5,000 0 to 2,000 pus TIRZ #3 Corpus Christi District Bay v *g Ranch A2 TIRZ#3 TRAFFIC AND PLANNING ANALYSIS DRAFT I APRIL 2018 EXHIBIT B Share of Total Population by Age Cohort and Year Age, Income, & Education: Corpus Christi, TX MSA; 2010, 2017, & 2022 A increasing share of the Corpus Christi MSA population is aged 55+, 30% suggesting growing support for age- targeted residential product to appeal to this demographic. Additionally, the 25% only other demographic segment that is increasing proportionally is the 30-39 20% year old contingent. Though this group contains many family households, it also includes young professionals and 15% pre-families which often demonstrate higher propensities for more mixed-use L and walkable urban areas. 10% Though the large number of seniors 5% and students skew the income distribution slightly lower, there is a high concentration of households 0% are in middle-income brackets, with Under 20 20-29 30-39 40-49 50-54 55-64 65+ approximately 30%of MSA households earning between $50,000 and Population Age Cohorts $100,000.' These income brackets can Year of Estimate: 2010 ■2017 ■2022 typically afford housing priced between $140,000 and $350,000 or $1,250 to $2,5003 per month in rent, providing Share of Total Population by Age Cohort and Year strong support for moderately priced Corpus Christi, TX MSA; 2010, 2017, & 2022 housing options in central Corpus Christi. 12% Education: According to the Census Bureau, 27% of people over the age of 25 years old in the Corpus Christi MSA 10% have an Associate's degree or higher, this is compared to the state of Texas Middle-Income: High-Income: with 35% of people having at least an 8% 30%of 21%of Associate's degree. See first Households Households footnote = 6% 0 Though there is a large concentration of v 4% households earning below $50K, this income bracket is largely comprised of households over the age of 55 who are retired (with income not indicative of household wealth)and households 2% under the age of 35, which includes students. 2 Based on mortgage payment sensitivities on a 30-year fixed rate mortgage with a 3.85%interest 0% rate, 2.55% tax rate, 1.08% home insurance, <$35K $35K-$50K $50K-$75K $75K-$100K $100K+ 10%-20% down payment (1% PMI on loans under 20%down payment),and assumes typical Annual Household Income households monthly debt payments of$500. Age of Householder: <35 35 44 V 45 54 ■55 64 ■65+ 3 Rental rate range based on 30% of household A g income, conservative compared to the usual 3x multiple required by apartment operators. SOURCE.Demographics-ESRI Business Analyst(2010, 2017,2022),Mortgage assumptions-Nueces CAD, Redfin, Bankrate, CNBC, RCLCO A3 EXHIBIT B rmploymen The Corpus Christi MSA was one of the fastest metros to recover from the Great Recession, recapturing all job losses by April of 2012. Between 2011 and 2013, Corpus Christi added an annual average of over 5,000 jobs or a 2.8% compounding annual growth rate (CAGR), compared to the long-term average since 1990 of under 1,900 annual new jobs (1.2% CAGR). However,the collapse of oil prices in 2014,with West Texas Intermediate(WTI)Crude Oil price dropping from $106/barrel to a low of $30.32/barrel in February of 2016 negatively affected the local economy with stagnate employment growth in 2015 and job losses in 2016. Corpus Christi's dependence on the oil and gas industry is apparent based on the strong linear relationship between WTI Crude Oil prices and MSA employment, as total MSA employment typically increases as crude oil prices rise. Near-term employment projections are strong after Hurricane Harvey's landfall, with robust projected employment gains in the Education and Healthcare, Construction, and Professional and Business Services industries. Historical and Projected Employment Growth Corpus Christi MSA: 1990-2030 a 6 4 0 0 —————— 2 2 c� Eo _ 0� '000 4h �00� �O �0 �0�0 �O�h 1�\ L0�0\\41 L0�0\\ LOLO41 a -2 -4 -6 �Historical ®Moody's Projection -Historical Avg.Annual -Moody's Avg.Projection Recession NOTE: According to the National Bureau of Economic Research, "a recession is a significant decline in economic activity spread across the economy,lasting more than a few months,normally visible in real GDP,real income,employment,industrial production, and wholesale-retail sales."The financial crisis began in December 2007 and ended in June 2009, but the Great Recession is often associated with the period between 2007 and 2012. SOURCE: Moody's Analytics;Bureau of Labor Statistics,RCLCO A4 TIRZ#3 TRAFFIC AND PLANNING ANALYSIS DRAFT I APRIL 2018 EXHIBIT B Employrr,-$. Downtown Corpus Christi is the most significant employment core in the MSA and accounts for approximately 15% of total employment and over 25%of total FIRE, STEM, and Professional Service employment. -Iuptrnployrnent(;ores and Corridor Corpus Christi MSA: 2015 Aransas Piss + rtlantl Ingleside Harbor f-I idIslaIiday Rdedfish Bay ..-�,nsas AI rl5tli=arpr5 Christi �C r Bay A9u�tarag '. ISlafid ar, ?3!f I u� hiusk�ny I'•II••IIIL.', Island sp 0�io Creek I~]` 20,000+ Downtown/Uptown 20,000 15,000 20,000 Joe Fulton Trade Corridor 18,100 10,000-15,000 La Palmera/Sunrise 15,600 Staples St. 5,600 5,000- 10,000 5 Airline Medical 4,600 2,500-5,000 6 1-37/Hwy 358 3,700 7 Crosstown/S. Padre 3,000 <2,500 8 Saratoga/Staples 2,700 9 Flour Bluff 2,500 NOTE: 'Rockport not shown on map for scale and quality enhancements, The Flour Bluff employment core (#9) includes some sections that overlay over water given 10 Robstown 2,100 census geographical boundaries. 11 Portland 2,100 SOURCE:U.S. Census Bureau-Longitudinal Employer-Household Dynamics(2015), 12 Ingleside 2,000 RCLCO 13 Port Aransas 1,500 14* Rockport 1,400 15 Texas A&M Corpus Christi 1,180 16 Naval Air Station a,5oo A5 EXHIBIT B PRELIMINARY MARKET OVERVIEW Potential Areas of Redevelopment Given that most planned near-term* infrastructure projects, such as Kinney Power Street Pump Station ' aae Fulton Intl Tr ade CnYtIdor Improvements, McGee Beach Nourishment, Morgan Avenue (Ocean SEADisrricr Drive to Staples Street improvements, F Navigation RI�d Partofl]ar�u> p ) p Christi-hJorthside and Chaparral Street Phase Two improvements are located in close i CU56') CO Po rtofC or proximity to or within the TIRZ #3, Cnesti-snut e RCLCO recommends focusing Feld redevelopment efforts in the TIRZ #3, �� a, e, * especially in the Marina Arts District. •a � � TIRZ#3 Planned infrastructure projects in them c �Q immediate area increase access ander mobility, and are likely to enhance the t Z Q TIRZ #3's desirability as an area of E x investment and development. '' y = L'v7goSc ____ 133-Ae�� _ rl y 4n Beginning revitalization efforts with the '� iAt3`` - 9� 9 Lcop aYd S i t_�.- Christi Marina Arts District south of the I-37 y Access Road can help build a residential Otherransirion St 9 base downtown, especially because Zonesry cirnianct there are a small number of planned ��° p fY Be I-lilt � � +�Q.r� C met.ry 'T P .roc c multifamily and retail developments orpus underway in this area. La st t 'Fiisri { After the Harbor Bridge is relocated, J o Maty St connectivity between the Marina ArtsLn ,; u District and the SEA District will improve, Ru, SiMarina Arts h encouraging development further north J 3 P13uQ f , District into the SEA District. 3 y G Cr�i9 t Another area of potential redevelopment ; M`" `'" `¢ T LIIz3bpth St to the south, the Agnes and Laredo S_ corridors, serve as main thoroughfares 4 r e ° Agnes& Laredo to and from downtown. Investment in _ n=' s ���' i, :' r �� Corridors this area can also help increase the F desirability of downtown and bring development to the TIRZ#3. Near-term defined as 2018-2023 SOURCE: Department of Engineering Services at the City of Corpus Christi,RCLCO A6 TIRZ#3 TRAFFIC AND PLANNING ANALYSIS DRAFT I APRIL 2018 EXHIBIT B Downtown Development In order to generate demand for a variety of land uses and weave together the existing attractions in downtown Corpus Christi, including the Whataburger Baseball Stadium, the Museum of Science and History,Art Museum and Water Park, it is first necessary to build a critical mass of full-time households in the downtown area. Unlike seasonal and temporary visitors, permanent residents located downtown represent the connective tissue that in turn supports additional retail and attracts employers, eventually transforming an area into a vibrant mixed-use district and lively 18-hour urban environment. Locally-serving retail, Downtown household such as a grocer, growth,fueled by pharmacy,and dining infrastructure options,emerge to serve improvements and downtown "local" renewed investment in households&visitors Downtown alike Corpus Christi Neighborhoods mature, Employers in various creating the connective sectors,seeking to tissue between existing attract and retain talent, destinations/attractions, locate to dynamic, and in turn drive demand walkable mixed-use for more destination- areas downtown oriented retail and increased visitors EXHIBIT B Downtown TIRZ#3:Redevelopment Opportunities In the next five years, RCLCO recommends that the City of Corpus Christi focus redevelopment efforts primarily on the Marina Arts District, given that this area has the largest concentration of existing office and hotel towers, is slated to experience several infrastructure improvements, and has several planned and recently delivered apartment projects that represent a small and growing household base. In the longer-term, RCLCO recommends that the city continue to build out the Marina Arts District, and also begin investing more in the SEA District as the Marina Arts District stabilizes and major infrastructure projects, including the bridge demolition and associated improvements, are completed in the SEA District.' Land availability and the City's ownership of parcels in the SEA District could create a more fluid environment for concentrated and coordinated development efforts. It is important to note that demand is dependent on the City actively engaging in downtown and illustrating renewed interest in the urban core. 1-5 YEARS 5-10 YEARS Develop new rental units in addition to currently Potential for additional new units in the Marina Arts Rental District and some units in the SEA District, especially Residential planned units in the Marina Arts District to begin to increase household density in the TIRZ#3. near attractions, once the Nueces Bay Causeway bridge is relocated. Develop/renovate a modest amount of townhomes and Continue to develop condos, townhomes, and small lot For-Sale SFD units,focusing on the Marina Arts District, with single-family units in the Marina Arts District.There is Residential some neighborhood-scale townhomes and/or single- also increased opportunity for new for-sale product in family dwellings in SEA District. the SEA District once the bridge is relocated as a more predictable environment emerges. Establish basic neighborhood services e.g. a small Create a small concentration of bars, restaurants, and Retail grocer/market, pharmacy, and dining options in the shops to capture local demand from new households Marina Arts District to support residential growth. as well as serve visitors and tourists. Office Limited potential for new"class A" office in the short- Possible demand for new or renovated office space. term Demand by Land Use, Timeframe, and District within the TIRZ#3 80,000 800 70,000 700 60,000 600 CD 0 50,000 500 2 40,000 400 0 V) 30,000 300 20,000 200 10,000 100 0 0 Rental For-Sale(R) Retail(L) Office(L) Rental For-Sale(R) Retail(L) Office(L) Residential(R) Residential(R) 1-5 Year 5-10 Year ■Marina Arts n SEA District SOURCE.Costar(2017),ESRI(2017),RCLCO ' This analysis assumes 90%of development efforts focused in the Marina Arts District in the first five years, and 60%in the following five years. See demand slides for more detail on each land use. Demand for residential units in the chart above is usina the upside scenarios. A8 TIRZ#3 TRAFFIC AND PLANNING ANALYSIS DRAFT I APRIL 2018 EXHIBIT B RESIDENTIAL MARKET OVERVIEW Map of Existing Multifamily Apartment Rentals Corpus Christi Rental Apartment Market Overvi-7 E N.Tora,l, Historically, apartments have clustered south of downtown, adjacent to La 2017 Palmera Mall and Texas A&M University 1950 Corpus Christi. � 1P - Pu 500 Units s —c- ti i 50 Units Since 2012, multifamily rental , TIRZ#3 occupancy has been relatively healthy, g-os '± with an average occupancy of 93% (over 94% excluding 2016 and 2017) of 4,*gan Ave and net absorption of approximately ate' 500 units, annually. However, after the +� delivery of more than 2,400 new unitsF�#nf in 2016 and 2017 in conjunction to jobs losses due to the decline of oil prices, ' a occupancy has dropped across the af MSA to 90.8% in 2017. , r Recent deliveries have higher rents per square foot on average, with deliveries since 2010 demonstrating a 24% premium over the MSA average, which was$1.06 in 2017. f rn SOURCE.Axiometrics,CoStar, ESRI,RCLCO a Cabanisr. S' TO Fe4dNas - rl'ef OsO it .%.44 Multifamily Net Absorption, Deliveries, and Occupancy Corpus Christi, TX MSA; 2003-2017 1,400 96% 1,200 95% stf 1,000 94% 800 600 93% � 400 92% ma 200 z10 CD 0 1 1 ■ 1 I 90% a -200 , 89% -400 88% M � Ln c0 Il- cc m O N M LS'J (9 I� O O O O O O O O O O O O O O O O O O O O O O N N N N N N N N N N N N N N N Net Absorption Deliveries Occupancy A9 EXHIBIT B DOWNTOWN RENTAL APARTMENT MARKET Recent Rental Apartment Trends Map of Recent and Planned Multifamily Developments Although historically apartment TIRZ#3, Corpus Christi; 2010-2019 development has concentrated south of downtown, the TIRZ #3 has seen Industr of Ca Port of Cc us significant multifamily development C hdstk-&nut side activity since 2010. Out of 22 total ',P.h t ,htu=� multifamily deliveries in the MSA since P Field TheCosmopolitan PSFlitan 2010, three of them are located in the $1.78 PSF TIRZ #3 District. However, all of these recent deliveries are located south - of I-37 downtown, with no multifamily Nueces Lofts rentals in the SEA District to-date. �; r' �g $1.56 PSF Z Most recently, Phase I of The Cosmopolitan was delivered in the TIRZEn #3 in 2017; as of November 2017 the "e "' #�agaS# property was in lease up with a total of �1c1 r, 89 units in Phase I and 76 units in Phase Christi 11. This new development is targeting a (ae) -i — much higher rents than the historical , U) average in the MSA; at an average Lip il p� St ? effective rent of $1.78 per square foot, 7 it is positioned at the top of the market. T 7 Downtown Apartment Pipeline �0I-D rt J In addition to the existing apartment L 1 D61 Sk CID : tLa supply downtown, there are several p* raE.S planned and incentivized TIRZ #3 M as multifamily projects worth noting. The L Clock Tower Apartments and 600 Building plan for 149 and 126 units respectively, and are scheduled to Bay Vista Pointe deliver in the next two to three years. Ei�iicsl '1 $1.53 PSF There are also a couple of adaptive Recent Delivery ` reuse projects, such as the Studio 21 Planned Apartments and Broadway Lofts that fall within the TIRZ #3 boundaries; these planned renovation projects will deliver fewer than 50 units apiece. SOURCE.Axiometrics,Caller-Times,Costar, ESRI,RCLCO A10 TIRZ#3 TRAFFIC AND PLANNING ANALYSIS DRAFT I APRIL 2018 EXHIBIT B Kev "f=irst-Mover"Renter:Segments National Renter Propensity to Choose Urban Downtown Living, by Student &Young Professional Age and Income* Residential Opportunity INCOME UNDER35 , 55+ There is an opportunity to capture Less than $35,000 15% 15% 9% demand for downtown apartments in $35,000-$50,000 16% 12% 3% Corpus Christi with the large pool of post graduates and students from two tertiary $50,000-$75,000 25% 17% 11% educational institutions in Corpus Christi. $75,000+ 18% 8% 9% TOTAL 18% 13% 8% Although Texas A&M University Corpus Christi is approximately eight miles from Interstate-37 and Shoreline Boulevard, there is an opportunity to capture some demand for downtown apartments from the enrollment pool of just over 12,000 ' students. Increasing the supply of ' multifamily rental housing downtown is especially pertinent given that 82% of 1,,, TEXAS A&M UNIVERSITY all Texas A&M Corpus Christi students i0iCORPUS CHRISTI chose to live off-campus in 2016. Downtown likely has greater appeal for SOURCE.Del Mar College;*Na tionalAssociation ofRealtors-2011Preference Survey n=2,000+, particular groups of students, such as Texas A&M Corpus Christi,'RCLCO graduate students.Of the students enrolled in 2016, 2,242 were graduate students. Graduate students have a high propensity to live off-campus, given their age and different family or household structures. Additionally, Del Mar College represents another large pool of students that generate demand for downtown rentals, with approximately 12,000 students enrolled in community college courses in 2016. Del Mar College's East Campus is only three miles from Interstate-37 and Shoreline Boulevard, and does not provide student housing; it is likely that a small share of these students might choose to live downtown with more available options in the market. Furthermore, in national surveys, young professionals and post-graduates have indicated strong preferences for downtown urban living compared to other age groups; if given the choice, about 18% of people under age 35 would choose to live downtown. Annual Residential 17p.mand Whorinlnnv RCLCO projected future housing demand in the Corpus Christi MSA based on household projections, income and age distributions, and demonstrated propensities of ownership, turnover, and choosing new housing options. In order to estimate downtown's potential capture of future housing demand, RCLCO utilized two different capture methodologies: demonstrated preferences and stated preferences. The first approach uses the TIRZ #3's historical capture of rental and for-sale housing, though this approach is overly conservative given the existing supply-constrained downtown market. The second approach utilizes national survey data with stated locational preferences to determine the percentage of households that would choose to live in an urban, mixed use downtown. RCLCO accounted for varying preferences of households to choose urban living by age and income level.Though this data provides a defensible upper bound for housing demand, Downtown Corpus Christi will need to enhance its offering of walkable, neighborhood services often associated with urban living before it can expect to capture levels illustrated by the consumer preference surveys. The difference between the demonstrated demand and survey results from the National Association of Realtors provides a range of demand for residential units that should be taken into consideration when determining feasible development in downtown in the next five to ten years. All EXHIBIT B Residential Demand Methodology TIRZ#3 demonstrated capture of MSA demand Nq Demand b.se on current path of TIRZ#3 Expected (ES RI) District housing development demandCorpus Christi for MSA Renter new product basedand Owner on net new the MSA Distrib •� HouseholdsTotal dod• based Households HHs and HHs inAge d preferences (ACS) turnover(ACS; Income(ACS) downtown,mixed use Moody's) environment (NAR Survey) based preferences,less HHs with incomes under iii SOURCE. US Census American Community Survey 2012-2015, ESRI Business Analyst, Moody's Economy com, National Association of Realtors— 2011 Preference Survey,RCLCO Downtown Rental Demand Currently, with both the limited rental 10-Year Demand for Multifamily Units, by Age and Income; housing stock and limited neighborhood "orpus Christi TIRZ#3 retail services offered downtown, there are only about 1,000 renter households living in UNDER the TIRZ#3 out of about 68,000 estimated INCOME 35 MATUREPROF EMPTY TOTAL renters in the MSA, meaning only aboutO FAMILIES NESTERS 1.5%of renters are living downtown. _OF L • $35,000-$50,000 100 47 20 167 However, national survey data indicates $50,000-$75,000 492 175 73 740 that without supply constraints, 13% of $75,000+ 396 226 71 693 renters would likely choose to live in an Total$35,000+ urban, mixed use, downtown environment. Demand 988 448 164 1,600 There is some variation in renters'indicated ;aggregated Long-Term Demand for Multifamily Units; preferences to live downtown depending Corpus Christi TIRZ#3 on age and income. Therefore, RCLCO filtered estimated annual demand for • downtown rentals into segments. It should ■ � � * 10-YEAR be noted that renters with children, or ANNUAL DEMAND families, demonstrate similar proclivities to Demonstrated Demand 30 150T1,600 300 live downtown as other renters. $35,000+National 160 750 Preferences Demand Despite the current lack of households, downtown is also a major employment NOTE. The projected 5-year demand is less than the 10-year on an annual basis, since core with between 19,000 and 21,000 demand is projected to increase over the long-term. employees. With additional neighborhood SOURCE. US Census American Community Survey 2012-2015, ESRI Business Analyst, services, the TIRZ #3 has the potential to National Association of Realtors—2011 Preference Survey, RCLCO be a vibrant, walkable downtown with an "18-hour" live-work-play environment. Overall, once more services and amenities are in place, the Corpus Christi TIRZ #3 should aspire to capture demand for about 160 rental units annually, the estimated demand for rentals based on national preferences and households with incomes over$35,000. Al2 TIRZ#3 TRAFFIC AND PLANNING ANALYSIS DRAFT I APRIL 2018 EXHIBIT B New For-Sale Market Overview For-sale housing in the Corpus Christi MSA is relatively affordable compared to other Texas MSAs, with the median single- family home price just under $200,000 as of November 2017. According to data from Redfin, newly constructed for-sale homes are typically priced closer to $270,000. New for-sale housing tends to cluster south of downtown, in the neighborhoods along Oso Creek and Oso Bay, as well as in Flour Bluff. Given the significant number of Sanipo�a rUf-make iiUMe L115Lit cg.l uia: :oi ikA� iw beaches and small barrier islands, Corpus Christi, TX; 2010-2017 the Corpus Christi MSA is a seasonal tourist destination, which is evident - by the fact that in 2010, 4.7% ofC us , the housing stock in the MSA was designated for seasonal use or sti second homes, compared to the stateLU overall at 2.1%. Agnes at Mty.g.7•, 'A,3 The large concentration of seasonal homes likely results in slightly inflated for-sale housing prices in the MSA, and a continually rising affordability ratio, i.e. home prices are rising ' faster than incomes. However, in the aftermath of Hurricane Harvey, `'"fr it is unclear how home prices and x.33 seasonal ownership will change going forward. 4 C The Downtown TIRZ #3 has the4. potential to have both a large full-time3{! population as well as have additional 'abanias .9'7$ r aha a Cavo support from seasonal owners or Field Na "" _ -. de; iso renters. Historically, only about 1.2% I.as lir of the housing stock in the TIRZ #3 � , has been for seasonal use, though lass, this could increase if additional Wit' amenities and services are delivered in the area. With more supply of for- sale housing as well as rental units, downtown is well-positioned to be aOK r ° zaaa, +° vibrant, emerging urban core. s S,aple-.5r ree k �= Park Waldron Field Built 2010-2013 Ti r�nas Built 2014-2017 a „� SOURCE. Redfin (November 2017), Texas A&M Real Estate Center, Moody's Economy com, ESRI Business Analyst,RCLCO A13 EXHIBIT B Resale Housing Rift-kpt Overviews Existing Home Transactions, Listings, and Months of Inventory; There is a healthy stock of resale Corpus Christi MSA; 2000-November 2017 housing in the Corpus Christi MSA, 6,000 12 with resale transactions in line with the last real estate cycle (2001-2007), averaging about 4,750 transactions 5,000 10 annually between 2010 and 2016. --- — — ----- — — 4,000 8 In the past few years, months of o inventory has been in line with the o 3,000 6 typical equilibrium level of 5-6 months. tET The long-term average of nine months E CD is above typical equilibrium levels, which z 2,000 4 suggests that historically there has been an excess of resale product in the 1,000 2 Corpus Christi market, possibly due to seasonal home listings along the coast. 0 0 O N M � Ln CO I-- CO O O N M � LO CO p Although resale home prices stagnated o 00 0 0 0 0 0 0 0 0 0 0 0 0 0 0 > NR N N N N N N N N N N N N N N N during the recession, there has been o significant growth in home prices in the Transactions Listings N past five years, which was aided by Months of Inventory ———LT Avg. Months of Inventory the large influx of employment growth caused by the oil boom. Despite the decline of oil prices, home values Median Resale Home Values; Corpus Christi MSA; have continued to rise. Between 2012 2000-November 2017 and 2017, the MSA median resale price increased by approximately 30% $200 12% while MSA median household income only increased by 16%, significantly $180 10% impacting affordability in the local $160 8% market. c, $140 0 6% The median resale price in the MSA ( $120 D was $185,000 in 2016. Assuming L 4% 2 IDCD the average national down payment $100 ° of 11%, RCLCO estimates that a $80 2/° C household with an annual income of $60 0% C approximately $65,000 could afford � cD the median home price.' $40 -2% 7.- Downtown Downtown For-Sale Residential $20 4% Demand $0 -6% O N M � Ln CO r O M O N M � Ln CO p Currently,there are only about 200 owner o 00 0 0 0 0 0 0 0 0 0 0 0 0 o > NR N N N N N N N N N N N N N N N n households living within the TIRZ #3 in N downtown Corpus Christi.This represents I®Median Price Annual Price Increase a 0.15% capture of homeowners across the MSA; if this share of owners were NOTE. There is limited data available for the Corpus Christi Local Market Area (LMA). With a to stay consistent with historic trends, difference of only 1%-3%in median home prices between the MSA and LMA, and the fact that downtown would expect very little only two complete years of inventory data are available for the LMA, RCLCO believes the MSA demand for for-sale residential product provides more insight than the local market area. (see demonstrated demand). SOURCE.Texas A&M Real Estate Center,RCLCO 'Mortgage Assumptions Assumes a 30-year, 4.25% fixed rate mortgage and an 11% down payment with a 0.75% PMI rate. Additionally,calculations factor in a property tax rate of 2.55%,homeowners insurance of more than$2,000 annually,and$450 in other monthly household debts. A14 TIRZ#3 TRAFFIC AND PLANNING ANALYSIS DRAFT I APRIL 2018 EXHIBIT B However, without constraints on for- 10-Year Demand for For-Sale Units, by Age and Income sale housing supply, national survey Corpus Christi TIRZ#3 data indicates that about 6%of owner households would likely choose to live UNDER35 in an urban, downtown environment. INCOME YOUNG MATURE PROF. EMPTY TOTAL PROF. There is some variation in owners' $35,000450,000 50 48 26 124 indicated preferences to live $50,000-$75,000 78 101 35 214 downtown depending on age $75,000+ 406 401 95 902 and income. Therefore, RCLCO Total$35,000+ segmented estimated annual demand Demand 534 550 156 1,240 for downtown for-sale product into categories. It should be noted that Demand for For-Sale Housing Units buyers with children, or families, demonstrate similar proclivities to live Corpus Christi TIRZ#3 downtown as other home buyers. 10-YEAR TOTAL 10-YEAR AVERAGE DEMAND* DEMAND RCLCO recommends that the Corpus ANNUAL Christi TIRZ #3 should aspire to Demonstrated II capture demand for up to 121 for-sale Demand 2 I 10 I 20 units annually, the estimated demand for for-sale product is based on $35,00 National n Preferences 124 610 1,240 national preference data, restricted to Demand households with household incomes over $35,000. Demand in the first NOTE: The projected 5-year demand is less than the 10-year on an annual basis, since demand is five-years is likely below the long-term projected to increase over the long-term. 10-year demand, as the area needs SOURCE. US Census American Community Survey 2012-2015, ESRI Business Analyst, National to establish itself as an appealing Association of Realtors-2011 Preference Survey, RCLCO residential neighborhood through the introduction of rental housing and services. RETAIL+OFFICE MARKET OVERVIEW Retail Market Overview Retail in the Corpus Christi MSA overwhelmingly consists of highway Retail Net Absorption, Deliveries, and Vacancy or major corridor-oriented retail, Corpus Christi, TX MSA; 2007-2017 especially along Highway 358. 800 9% 8% With a lack of recent deliveries, 600 I overall retail vacancies have been 6% shrinking since the Great Recession. 0 400 6% O _ (" 5% According to data from Costar, 200 overall Corpus Christi MSA rents 4% V) 8 1 L 3/0 have stayed relatively consistent, ° fD co O M ll"7 CO hovering near $12 per square foot � 2% (NNN') since 2012, with annual -200 0 o N o o N N N N averages fluctuating slightly between �% $11.50 and $12.85 over this same -400 0% time period. Net Absorption Deliveries Vacancy 'A triple net lease(NNN)is a lease agreement where the tenant is responsible for the ongoing expenses of the property, including real estate taxes, building insurance,and maintenance, in addition to paying the rent and utilities. SOURCE.ESRI Business Analyst,Costar, RCLCO A15 EXHIBIT B The largest retail cluster is La Map of Existing Retail Properties by Year Built Palmera Mall, located along Corpus Christi MSA Highway 358, which offers over 100 restaurants and shops with over one million square feet of retail space. The adjacent Sunrise Mall offers ansa, additional 700,000 square feet of }?r7d'e orn6PT E /00orN�ri�,7���f retail; however, after a period of high vacancies and eventual foreclosure g`Rd in 2008, the Sunrise Mall is likely in _ y C need of redevelopment. � � _ _- 1�=°�-x�r�, ;� , u. _ T�tSti Downtown Retail Opportunity r N Given the lack of recent retail 0 Age@� deliveries in the MSA and limitedg} L_L existing neighborhood-serving retail a d in the TIRZ#3, there is an opportunity for a limited amount of neighborhood rU - retail development downtown, La Palmera, contingent on the addition of new Sunrise Mall investment and household growth. , a f4 F a a: Most of the existing retail in the TIRZ ' #3 is supported by seasonal visitors, convention attendees, and shoppers x + who do not reside downtown, ' illustrated by the surplus of retail ~ spending in the chart below.Although there is a small cluster of retail in the !11980s 7orbefore TIRZ #3 south of Interstate-37 in the 7.. � . Marina Arts District, there are only 57 L � r two restaurants in the SEA District to = ,6*4 the north, where many key attractions and hotels are located. 400,000 SF 10,000 SF u Currently, there is a deficit of TIRZ#3 key neighborhood retail services downtown, with no pharmacy or grocery located in the TIRZ#3 to serve SOURCE.ESRI Business Analyst,costar;RCLCO local residents. Therefore, if the TIRZ #3 realizes the forecasted demand for new households, the TIRZ #3 area can expect to capture a modest amount of neighborhood retail, up to approximately 23,000 to 25,000 square feet in the next five years, with support for an additional 25,000 to 27,000 square feet in the five to ten-year timeframe. This addition of retail would help limit the retail leakage over the next five years with a small market/ grocery,and result in demand for a few additional restaurants,cafes,or other small retail establishments. This demand is based on household spending patterns and the ratio of new retail space demanded per new household in the MSA.1 Most of the potential market demand is concentrated in the Marina Arts District area of the TIRZ#3, where there is more demand for households and a higher concentration of employees, with more limited retail opportunities in the SEA District over the next five years until infrastructure improvements are complete. Households typically spend about a third of total retail spending on neighborhood retail, which includes good purchased in brick and mortar stores outside of major malls, lifestyle centers,and power centers. On average, there has been 53 square feet of new retail space per new household in the Corpus Christi MSA between 2012-2016. A16 TIRZ#3 TRAFFIC AND PLANNING ANALYSIS DRAFT I APRIL 2018 EXHIBIT B Retail Surnlus and Leakage; TIRZ#3, Corpus Christi; 2017 *�� Surplus C Leakage Food Services&Drinking Places Miscellaneous Store Retailers Clothing&Clothing Accessories Stores Retail sperdrig supported kN shoppers Shoppers leave TIRZ#3 to shopat Sporting Goods,Hobby,Book&Music Stores fromoutside local area retail outside of the area Y Health&Personal Care Stores Food&Beverage Stores ism i General Merchandise Stores Estimated Retail Gap lin Millions) SOURCE:ESRI Business Analyst(2017)-Retail Expenditures,Costar(2017),RCLCO Office Market Overview& Map of Existing Office Properties by Year Built Opportunity Corpus Christi, TX MSA; October 2017 As the most significant employment --- - -"- '111-1:,-:.--` _T` core in the Corpus Christi MSA, the ;= downtown TIRZ #3 accounts for about four million square feet of the - ten million total office square feet in 0 the Corpus Christi MSA. Despite this large concentration of office space, j the majority of existing downtownAes-5 s, ' office space was constructed before a 1990. Additionally, The Corpus Christi MSA has added limited newA. office space in recent decades given a `{ the clustering of employment in industries requiring limited traditionalLp office space, such as the education and healthcare, construction, manufacturing, transportation, and �� leisure and hospitality sectors. Furthermore, Corpus Christi Regional r Gwzo Economic Development Corporationta , lists four target industries going !" f forward, including specialty steel production, oil and natural gas, aerospace, and entrepreneurship y and small businesses, none of whichr a are significant users of new, "Class A" ! " � {� ' ° office space. 2010s x - Therefore, the opportunity for new, 2000s oortz:. office space in TIRZ#3 is likely limited 1990s going forward, especially given the YL 1980s or before ` Ii significantly higher office rents that 400,000 SF would need to be achieved to support 10,000 SF new construction. TIRZ#3 t 2 124441 . SOURCE.Costar(2017);RCLCO A17 EXHIBIT B Office Net Absorption, Deliveries, and Vacancy Corpus Christi, TX MSA; 2007-2017 250 12% 200 10% 150 8% CD 0 0 100 °' 6% a (D n 50 0 I__ co III, N Ll'J CO I� O O O CD CD CD CD CD CD CD CD -50 N N N N N N N N 2% -100 0% Net Absorption Deliveries Vacancy SOURCE.CoStar(2017),RCLCO Based on the historical capture of absorption in TIRZ #3, the area could support up to 50,000 square feet over the next five years, with support for approximately 70,000 square feet over the next five to ten years;1 though this is contingent on more households moving to the area and the delivery of neighborhood services. Most of the modest demand for this office would be concentrated in the Marina Arts District of the TIRZ#3, especially in early years. EMPLOYMENT CONCENTRATIONS IN DOWNTOWN CORPUS CHRISTI Downtown Employment: Geographic Information Systems Analysis After the discussion with City Council, staff, and key stakeholders, RCLCO believed it would be helpful to provide some clarification on several questions and concerns raised about the concentration of employment in Downtown Corpus Christi as well as the takeaways from one active apartment project. RCLCO's employment cores map for the Corpus Christi Region represents the most recent 2015 US Census Bureau Longitudinal Employer-Household Dynamics data on local employment by block group. RCLCO's employment cores are based on a GIS analysis of employment densities of US Census block groups;2 therefore, geographic definitions may be untraditional and slightly different from definitions used by other organizations in the past. The US Census' data is aggregated from administrative records and therefore employees may be counted at the location of the corporate or public headquarters instead of satellite offices or campuses and vice versa, depending on data collection methods. Without a comprehensive local survey of all employers in Downtown Corpus Christi,the US Census provides one of the most accurate estimates for employment on a local level. This is based on the TIRZ#3's share of MSA office absorption from 2012-2016, excluding years where office absorption in the TIRZ#3 was negative. 2 The US Census Bureau defines"Block Groups"as"statistical divisions of census tracts,(that]are generally defined to contain between 600 and 3,000 people, and are used to present data and control block numbering."The employment cores map is comprised of aggregated block groups. Downtown/Uptown is defined by block groups 483550010001 through 483550013002 and 483550064002. A18 TIRZ#3 TRAFFIC AND PLANNING ANALYSIS DRAFT I APRIL 2018 EXHIBIT B GIS Employment Cores Map, Corpus Christi, TX '1Aransas Pass _ rtlanid ~ . lrgleside . ..� ~� A Fla rho r'5'.... r ide Islalxl Bay Redfish Bal y: Tcrl bvin ® us uJ-' rlStl Corpus a Christi ;ng Bay N-kr5 il-9 -1 ti] 3ry Y 2s ft %ata his8 '-7 :Field Nas rUr 115[a ng. Petronila Island SP Y i I Rockport not shown on map for scale and quality enhancements,The Flour Bluff employment core(#9)includes some sections that overlay over water given census geographical boundaries" SOURCE:U.S. Census Bureau-Longitudinal Employer-Household Dynamics(2015),RCLCO 20,000+ 15,000-20,000 Downtown/Uptown 20,000 Joe Fulton Trade Corridor 18,100 10,000-15,000 La Palmera/Sunrise 15,600 Staples St. 5,600 5,000 10,000 5 Airline Medical 4,600 2,500-5,000 6 1-37/Hwy 358 3,700 7 Crosstown/S. Padre 3,000 <2,500 8 Saratoga/Staples 2,700 9 Flour Bluff 2,500 10 Robstown 2,100 11 Portland 2,100 12 Ingleside 2,000 13 Port Aransas 1,500 14* Rockport 1,400 15 Texas A&M Corpus Christi 1,180 16 Naval Air Station 4,500 A19 EXHIBIT B Downtown Employment: 7/n Cnr-fn Annrn-1rh In order to provide a second data point Estimated Employment Using Occupied Office Space that supports these original employment (Vacancy Rate as of November 2017) estimates, RCLCO utilized a different methodology to estimate the number ESTIMATED EMPLOYMENT IN 78401 of employees working in Downtown Total Office Square Feet(2017) 4,405,125 Corpus Christi. Instead of using the Vacancy Rate(Nov. 2017) 7.7% cores identified in the employment core map on the previous page, which were Occupied Office Square Feet(2017) 4,063,837 identified based on a GIS analysis of Office Square Feet per Employee 300 350 379 employment density, RCLCO performed Total Office-Using Employees 13,546 11,611 10,712 this second analysis specifically on Share of Office-Using Employment 50% the 78401 zip code to provide a more standardized geography. TOTAL ESTIMATED EMPLOYEES 27,092 23,222 21,424 As of November 2017, the 78401 Estimated Employment Using Occupied Office Space zip code contains over four million (Extreme Vacancy Scenario) square feet of occupied office space ESTIMATED EMPLOYMENT IN 78401 according to Costar. Assuming a range of occupied office space per office- Total Office Square Feet(2017) 4,451,660 using employee of 379 square feet (the Vacancy Rate(Assumption') 1 30.0% Corpus Christi MSA-wide ratio which is Occupied Office Square Feet(Assumption) 3,116,162 likely overly conservative) and a more Office Square Feet per Employee 300 350 379 normalized ratio of 300 square feet, Total Office-Using Employees 10,387 8,903 8,214 RCLCO estimates a range of 10,700 to 13,500 office-using employees in the Share of Office-Using Employment 50% 78401 zip code alone. TOTAL ESTIMATED EMPLOYEES 20,774 17,807 16,428 However, given the large concentration NOTE: 'See the last sentence in the last bullet for additional details. of tourism, service, and healthcare SOURCE.CoStar(2017),Moody's Economy com, ESRI Business Analyst,RCLCO professionals, RCLCO assumes that only 50% of employment in Downtown Corpus Christi is office- using employment, which equates to 21,000 to 27,000 total employees in the 78401 zip code (for reference the MSA ratio of office-using employment is 14%). Running several sensitives on this analysis, even if office space in the 78401 zip code had a vacancy rate closer to 30%, a hypothetical anomaly for traditional central business districts across the US, total employment would still range between 16,000 to 20,500 in the 78401 zip code alone. A20 TIRZ#3 TRAFFIC AND PLANNING ANALYSIS DRAFT I APRIL 2018 EXHIBIT B Employment: Economic Framework Market Analysis The Economic Framework Market Analysis, provided by the City of Corpus '"` """ T,t°"` F7-hibit, Pa(- "1 Christi, uses the same source for office data as RCLCO, which is Costar. Office Sub-Market Statistics Though it is unclear how exactly the W-ZHA report defines the CBD, the 78401 Corpus Christi Office Market zip code is likely relatively similar. With that said, the W-ZHA report shows 4th Quarter approximately 4.5M square feet of available office space* in the CBD, similar to the 4.4M of total (occupied and vacant) office space identified by Costar in Central Business District 4,497,000 46% RCLCO's analysis . Southside 2,213,000 23% Mid-City 1,486,000 15% Though the W-ZHA report points out several buildings with a high percentage west Side 659,000 7% of office space available downtown, which is typically higher than vacant space Other* 873,000 9% (see the definition for Available Space below), the overall office availability rate Total 9,727,000 100% of the nine properties surveyed on Page 12 of the W-ZHA report equates to only * The data from the"2013 Texas Metro Market 16%. These properties are all included in RCLCO's analysis as well. Overvi EXHIBIT B We assume that the economy and real estate markets will grow at a stable and moderate rate to 2020 and beyond. However, stable and moderate growth patterns are historically not sustainable over extended periods of time, the economy is cyclical, and real estate markets are typically highly sensitive to business cycles. Further, it is very difficult to predict when an economic and real estate upturn will end. With the above in mind,we assume that the long-term average absorption rates and price changes will be as projected, realizing that most of the time performance will be either above or below said average rates. Our analysis does not consider the potential impact of future economic shocks on the national and/ or local economy, and does not consider the potential benefits from major "booms" that may occur. Similarly, the analysis does not reflect the residual impact on the real estate market and the competitive environment of such a shock or boom. Also, it is important to note that it is difficult to predict changing consumer and market psychology. As such, we recommend the close monitoring of the economy and the marketplace, and updating this analysis as appropriate. Further, the project and investment economics should be "stress tested" to ensure that potential fluctuations in revenue and cost assumptions resulting from alternative scenarios regarding the economy and real estate market conditions will not cause failure. In addition, we assume that the following will occur in accordance with current expectations: Economic, employment, and household growth. Other forecasts of trends and demographic and economic patterns, including consumer confidence levels. The cost of development and construction. Tax laws (i.e., property and income tax rates, deductibility of mortgage interest, and so forth). Availability and cost of capital and mortgage financing for real estate developers, owners and buyers. Competitive projects will be developed as planned (active and future) and that a reasonable stream of supply offerings will satisfy real estate demand. Major public works projects occur and are completed as planned. Should any of the above change, this analysis should be updated, with the conclusions reviewed accordingly (and possibly revised). GENERAL LIMITING CONDITIONS Reasonable efforts have been made to ensure that the data contained in this study reflect accurate and timely information and are believed to be reliable. This study is based on estimates, assumptions, and other information developed by RCLCO from its independent research effort, general knowledge of the industry, and consultations with the client and its representatives. No responsibility is assumed for inaccuracies in reporting by the client, its agent, and representatives or in any other data source used in preparing or presenting this study. This report is based on information that to our knowledge was current as of the date of this report, and RCLCO has not undertaken any update of its research effort since such date. Our report may contain prospective financial information, estimates, or opinions that represent our view of reasonable expectations at a particular time, but such information, estimates, or opinions are not offered as predictions or assurances that a particular level of income or profit will be achieved, that particular events will occur, or that a particular price will be offered or accepted.Actual results achieved during the period covered by our prospective financial analysis may vary from those described in our report, and the variations may be material.Therefore, no warranty or representation is made by RCLCO that any of the projected values or results contained in this study will be achieved. A22 TIRZ#3 TRAFFIC AND PLANNING ANALYSIS DRAFT I APRIL 2018 EXHIBIT B Possession of this study does not carry with it the right of publication thereof or to use the name of"Robert Charles Lesser &Co."or"RCLCO"in any manner without first obtaining the prior written consent of RCLCO. No abstracting, excerpting, or summarization of this study may be made without first obtaining the prior written consent of RCLCO. This report is not to be used in conjunction with any public or private offering of securities or other similar purpose where it may be relied upon to any degree by any person other than the client without first obtaining the prior written consent of RCLCO. This study may not be used for any purpose other than that for which it is prepared or for which prior written consent has first been obtained from RCLCO. A23 EXHIBIT B THIS PAGE INTENTIONALLY LEFT BLANK EXHIBIT B APPENDIX: AA U, n -1 1 D D n 9 FI n W BROADENING STAKEHOLDER CONSENSUS Throughout the stakeholder interviews, open houses, discussions and presentations, key themes and topics have arisen. While the viewpoints and beliefs on level of investment in Downtown and the greater TIRZ#3 district vary,stakeholders overall felt that Downtown needs to bean area of significant reinvestment, especially in regard to the significant investment surrounding the Harbor Bridge replacement. During the open house on November 28, 2017, the community was asked "What is the most important project to you?" and then invited to respond in one to three words for the results to be shown on a live stream feed. At the same time, stakeholder participants were invited to visit large-scale project maps located throughout the room to identify projects or areas they liked/supported and those that they did not.This gave the project team the opportunity to talk in more detail about specific project improvements, recommendations and to test the potential for significant infrastructure investments. The feedback received during this open house reflected many of the same sentiments heard over the past nine months about the need for better connectivity, walkability and safety throughout downtown roadways and neighborhoods. That disconnection was most predominantly felt between the SEA District and the Marina Arts District where the current entertainment destinations require heavy auto-dependency and where the Harbor Bridge project stands to have the greatest impact in terms of street reconnection. The following is a summary of public comments received during this open house: Two-Way Conversion; 1. Some members of the public expressed opposition to converting any one-way downtown streets to two-way streets.Concerns included the lack of space for large vehicles and delivery trucks to pass each other, the challenge parallel parking creates for people trying to park and trying to pull out of a parking space, and the confusion created when some streets are two-way, and others remain one-way. 2. Other members of the community suggested that the proposal to convert some downtown streets to two-ways should be extended to all downtown streets. 3. A third contingent of residents supported the one to two-way conversion as proposed by the consultant team. t f ' r , Open House(November 2017) A25 EXHIBIT B TxDOT Projects 1. Two community members indicated concern regarding TxDOT's closure of the Lipan Street Crosstown overpass. City staff did have an opportunity to explain that this is not a project that can be changed or influenced as an outcome of this City traffic and planning analysis, and the residents were understanding. 2. Three separate red pins signaled concerns regarding extension of Belden, Power, and Tancahua Streets in the SEA District once the current Harbor Bridge is removed. Neither City staff nor consultants had an opportunity to discuss the concern or concerns to better understand the potential issue/s identified. Chavarral Street 1. Community members indicated that the intersection of Kinney and Chaparral is confusing and needs to be a prioritized project. 2. Some expressed concern regarding the street width and ability to accommodate two-way traffic. 3. One comment suggested that the signals on Chaparral Street be set to flashing red instead of having the expense of taking out signals and replacing with stop signs. 4. A couple comments received suggested closing a couple blocks of Chaparral to vehicles and making it a pedestrian street only, possibly for special events. 5. One comment noted that special attention needs to be made to work in sections, incrementally in Phase 2 to avoid repeating problems from the first phase of this project. 6. Two red pins signaled general concern regarding the Chaparral Phase 2 project. 7. Two green pins signaled general support for the Chaparral Phase 2 project. Proposed Infrastructure Projects and Policy Recommendations with Greatest Support • Water Taxi (8 green pins) • Pedestrian Improvements(5 green pins) • Wayfinding (5 green pins) • Sea Wall (5 green pins) • Staples Street Extension (4 green pins) • Agnes/Laredo Gateway(4 green pins) Genera! There was some concern expressed by residents regarding the City's ability to efficiently execute infrastructure construction projects. A26 TIRZ#3 TRAFFIC AND PLANNING ANALYSIS DRAFT I APRIL 2018 EXHIBIT B APPENDIX: ONE = TWO WAY D D ��. � ') � � J V nME n I ONE TO TWO-WAY CONVERSIONS IN DOWNTOWN- INTERSECTIONS Street Existing All-Way Stop Name Intersection Conditions Improvements* Considerations** Belden St. All-Way Stop Stripe stop bar for all four approaches. Install stop sign and all way plaque on N/A northbound approach(2).Remove one way signs northbound approach(2). Stripe stop bar on northbound approach. Stripe lane assignment arrows on Signalized all approaches. Install new mast arm, two signal heads, ILSN, VIVD camera WB IH-37 for new northbound approach. Move southbound signal heads to line up with N/A Intersection the new one lane approach. Remove one way signs on eastbound approach. Adjust the southbound VIVD detection zones. Retime signal. Stripe stop bar on northbound approach. Stripe lane assignment arrows on all approaches. Install new mast arm, two signal heads, ILSN, VIVD camera for Signalized new northbound approach. Move southbound signal heads to line up with the EB IH-37 Intersection new one lane approach. Remove one way sign on pedestrian pole and remove N/A do not enter sign.Adjust the southbound VIVD detection zones.Install striped or raised bulb out on southwest corner to guide eastbound right turn drivers away from parallel parking spaces.Retime signal. Two-way stop Stripe crosswalk on southbound approach with segment surface improvements. on parking lot Stripe lane assignment arrows on all approaches. Install striped or raised bulb Mann Street exit and Mann outs. Remove no left turn sign on northwest corner(1)and one way signs on N/A St approaches northeast and southwest corners(2). Put pedestrian crossing signs on back of existing ped signs(2). OPTION 1 - Stripe stop bar on northbound approach. Stripe stop bar and crosswalk on southbound approach with segment surface improvements. Stripe lane assignment arrows on all approaches. Install striped or raised bulb outs. Remove one way sign on northeast and southeast corners(2). Install stop sign on northbound approach. Adjust one flasher around to use for the northbound Stop sign on approach.Redesign eastbound approach so that Lower Broadway intersects with N southbound Twigg St. Redesign eastbound approach so that Lower Broadway ties into Twigg Mesquite St St and the right turn lane of the eastbound approach no longer needs to be a Na approach and forced right turn. Twigg Street for westbound N/A right turns on OPTION 2- Due to Harbor bridge relocation, free flow movement on Twigg St Twigg St,free might not be justified anymore. Consider changing this intersection to an all flow through way stop if warranted. Recommendations listed are for an all way stop: Stripe movement on stop bar on all four approaches. Stripe stop bar and crosswalk on southbound Twigg St approach due to segment surface improvements. Stripe lane assignment arrows on all approaches. Install striped or raised bulb outs. Remove one way sign on northeast and southeast corners(2). Install stop sign on east,west and northbound approach. Adjust flashers to all red for all approaches. Redesign eastbound approach so that Lower Broadway ties into Twigg St and the right turn lane of the eastbound approach no longer needs to be a forced right turn. If all-way stop is warranted,operate as all-way flash with Stripe stop bar and crosswalk for both north and southbound approaches existing signals;City Signalized with segment surface improvements. Stripe lane assignment arrows on all to confirm necessary Taylor Street Intersection approaches. Install striped or raised bulb outs. Remove one way(4), no right equipment to turn (1), and no left turn (1) signs. Adjust right signal head for southbound function.Otherwise, approach. Retime signal. signal poles can be taken down and replaced with stop signs. ® A27 EXHIBIT B Street Existing All-Way Stop Name Intersection Conditions Improvements* Considerations" If all-way stop is warranted,operate Stripe stop bar and crosswalk for both north and as all-way flash with southbound approaches with segment surface existing signals;City Starr St Signalized improvements. Stripe lane assignment arrows on all to confirm necessary Intersection approaches.Install striped or raised bulb outs.Remove equipment to function. one way signs on northeast and southwest corners. Otherwise,signal Retime signal. poles can be taken down and replaced with stop signs. If all-way stop is warranted,operate Stripe stop bar on north and southbound approaches as all-way flash with with segment surface improvements. Stripe lane existing signals;City Peoples St Signalized assignment arrows on all approaches. Install striped to confirm necessary Intersection or raised bulb outs. Remove one way sign on equipment to function. northeast corner and no left turn sign on northwest Otherwise,signal corner. Retime signal. poles can be taken down and replaced with stop signs. Stripe stop bar and crosswalk on both the north If all-way stop is and southbound approaches with segment surface warranted,operate improvements. Stripe lane assignment arrows on all as all-way flash with approaches. Install striped or raised bulb outs. Install existing signals;City Signalized to confirm necessary Schatzell St Intersection two signal heads for northbound approach. Remove equipment to function. one way sign on southwest corner.Add one way sign Otherwise,signal to northwest corner for new northbound traffic to see poles can be taken that Schatzell is only westbound. Add one no right down and replaced turn to southeast corner. Retime signal. with stop signs. (n If all-way stop is Stripe stop bar and crosswalk for all approaches with warranted,operate segment and intersection surface improvements. as all-way flash with s Stripe lane assignment arrows on all approaches. existing signals;City N Lawrence St Signalized Install striped or raised bulb outs. Remove all one to confirm necessary intersection way signs (4). Install signal pole and two signal equipment to function. heads on the northwest corner, one signal head on Otherwise,signal the northeast corner, and one signal head on the poles can be taken southwest corner. Retime signal. down and replaced with stop signs. Stripe stop bar and crosswalk on north and If all-way stop is southbound approaches with segment surface warranted,operate improvements. Stripe lane assignment arrows on as all-way flash with all approaches. Install striped or raised bulb outs. existing signals;City William St Signalized Remove one way signs on northeast and southwest to confirm necessary intersection corners(2). Install two one way signs for northbound equipment to function. traffic to see that William is only westbound. Install Otherwise,signal left signal head on the northwest corner and remove poles can be taken signal heads for the eastbound approach that is no down and replaced longer there. Retime signal. with stop signs. Stripe stop bar and crosswalk on north, south and If all-way stop is westbound approaches with segment surface warranted,operate improvements. Stripe lane assignment arrows on all as all-way flash with approaches. Install striped or raised bulb outs. Install existing signals;City John Sartain Signalized do not enter signs (2) and lane use sign (1) on the to confirm necessary intersection eastbound approach for all westbound traffic. Install equipment to function. no left turn sign on northbound approach and no right Otherwise,signal turn sign on southbound approach. Remove all four poles can be taken down and replaced one way signs. Retime signal. with stop signs. Two-way stop Coopers Alley controlled on Four Options-Improvement Concept Exhibits N/A Coopers Alley approaches A28 TIRZ#3 TRAFFIC AND PLANNING ANALYSIS DRAFT I APRIL 2018 EXHIBIT B Street Existing All-Way Stop Name Intersection Conditions Improvements* Considerations" Two-way stop controlled Stripe lane assignment arrows on all approaches.Install striped or raised bulb outs. Mann St on Mann St Remove one way(4)and no right turn(1)signs. N/A approaches If all-way stop is Stripe stop bar and crosswalk on all approaches with segment and intersection warranted,operate surface improvements. Stripe lane assignment arrows on all approaches. as all-way flash with Install striped or raised bulb outs. Remove DO NOT ENTER signs (2) and existing signals;City Signalized to confirm necessary Twigg St install pole and mast arm, two signal heads, radar detection for westbound Intersection approach.Adjust existing signal heads and radar detector for new southbound equipment to function. approach. Remove all one way signs (4) and no left turn sign (1). Remove Otherwise,signal lane assignment sign on eastbound approach mast arm. Retime signal. poles can be taken down and replaced with stop signs. If all-way stop is warranted,operate as all-way flash with Signalized Stripe stop bar and crosswalk on north and southbound approaches with existing signals;City Taylor St intersection, segment surface improvements. Stripe lane assignment arrows on all to confirm necessary bulb out on all approaches. Uncover signal heads for southbound approach.Remove one way equipment to function. corners (2),no right turn(1)and no left turn(1)signs. Retime signal. Otherwise,signal poles can be taken down and replaced with stop signs. If all-way stop is warranted,operate Stripe stop bar and crosswalk on north and southbound approaches and the as all-way flash with Signalized crosswalks on the east and west legs with segment and intersection surface existing signals;City intersection, to confirm necessary Starr St bulb out on all improvements. Stripe lane assignment arrows for all approaches. Uncover equipment to function. U) corners signal heads for southbound approach. Remove one way signs on northwest Otherwise,signal and southwest corner for westbound traffic(2). Retime signal. poles can be taken Rdown and replaced a with stop signs. U If all-way stop is warranted,operate as all-way flash with Signalized Stripe stop bar and crosswalks on north and southbound approaches with existing signals;City Peoples St intersection, segment surface improvements. Stripe lane assignment arrows for all to confirm necessary bulb out on all approaches. Uncover signal heads for southbound approach.Remove one way equipment to function. corners sign on southeast corner for eastbound traffic(1). Retime signal. Otherwise,signal poles can be taken down and replaced with stop signs. If all-way stop is warranted,operate as all-way flash with Signalized Stripe stop bar on all approaches with segment surface improvements. existing signals;City Schatzell St intersection, Stripe lane assignment arrows for all approaches. Uncover signal heads for to confirm necessary bulb out on all southbound approach. Relocate one way signs on northwest and southwest equipment to function. corners corners for westbound traffic(2)for southbound traffic. Retime signal. Otherwise,signal poles can be taken down and replaced with stop signs. If all-way stop is warranted,operate Modify bulb outs on all corners to allow for two-way traffic on Lawrence St.Stripe as all-way flash with Signalized stop bar on all approaches with segment surface improvements. Stripe lane existing signals;City intersection, to confirm necessary Lawrence St bulb out on all assignment arrows for all approaches. Uncover signal heads for southbound equipment to function. corners approach.Swap out the two 10'ped poles for taller signal poles and install two Otherwise,signal signal heads for westbound traffic.Remove all one way signs(4).Retime signal. poles can be taken down and replaced with stop signs. A29 EXHIBIT B Street Existing All-Way Stop Name Intersection Conditions Improvements* Considerations" If all-way stop is warranted,operate Stripe stop bar on westbound,northbound and southbound as all-way flash with Signalized approach with segment surface improvements.Stripe lane existing signals;City William St intersection, assignment arrows on all approaches. Uncover signal to confirm necessary bulb out on all heads for southbound approach. Relocate one way signs equipment to function. corners on northwest and southwest corners for westbound traffic Otherwise,signal (2)to southbound traffic. Retime signal poles can be taken down and replaced with stop signs. If all-way stop is warranted,operate Stripe stop bar and crosswalk on all approaches with as all-way flash with N segment and intersection surface improvements. Stripe existing signals;City John Sartain Signalized lane assignment arrows on all approaches.Install striped to confirm necessary Mintersection or raised bulb outs.Uncover signal heads for southbound equipment to function. approach. Install two signal heads for westbound traffic. Otherwise,signal s Remove all one way signs(6). Retime signal. poles can be taken U down and replaced with stop signs. If all-way stop is warranted,operate Signalized Stripe stop bar and crosswalk on southbound approach as all-way flash with intersection, with segment surface improvements. Stripe lane existing signals;City Coopers Alley raised bulb out assignment arrows on all approaches. Install striped or to confirm necessary at southeast raised bulb outs. Uncover signal heads for southbound equipment to function. corner approach. Stripe for southbound shared left-right turn Otherwise,signal only lane use. Retime signal. poles can be taken down and replaced with stop signs. OPTION 1 - Stripe stop bar on northbound approach. Stripe stop bar and crosswalk on southbound approach with segment surface improvements. Stripe lane assignment arrows on all approaches. Install striped or raised bulb outs.Remove one way sign on northeast and southeast corners (2). Install stop sign on northbound approach. Adjust one flasher around to use for the northbound approach. Redesign eastbound approach so Stop sign on that Lower Broadway intersects with Twigg St. Redesign southbound eastbound approach so that Lower Broadway ties Mesquite Street into Twigg St and the right turn lane of the eastbound approach for approach no longer needs to be a forced right turn. Mesquite St. westbound OPTION 2 - Due to Harbor bridge relocation, free flow N/A right turns on movement on Twigg St might not be justified anymore. Twigg St.,free Consider changing this intersection to an all way stop flow through if warranted. Recommendations listed are for an all movement on way stop: Stripe stop bar on all four approaches. Stripe Twigg St. stop bar and crosswalk on southbound approach due to segment surface improvements. Stripe lane assignment •� arrows on all approaches. Install striped or raised bulb outs. Remove one way sign on northeast and southeast corners(2).Install stop sign on east,west and northbound approach. Adjust flashers to all red for all approaches. Redesign eastbound approach so that Lower Broadway ties into Twigg St and the right turn lane of the eastbound approach no longer needs to be a forced right turn. If all-way stop is Stripe stop bar and crosswalk for both north and warranted,operate southbound approaches with segment surface as all-way flash with improvements. Stripe lane assignment arrows on all existing signals;City Chaparral St Signalized approaches. Install striped or raised bulb outs. Remove equto confirm necessary intersection one way(4), no right turn (1),and no left turn(1)signs. Otherwise,signto nction. Adjust right signal head for southbound approach. Otherwise,signal Retime signal. poles can be taken down and replaced with stop signs. A30 TIRZ#3 TRAFFIC AND PLANNING ANALYSIS DRAFT I APRIL 2018 EXHIBIT B Street Existing All-Way Stop Name Intersection Conditions Improvements* Considerations" Signalized Stripe stop bar and crosswalk on east and westbound approaches with segment Intersection, surface improvements. Stripe lane assignment arrows on all approaches. Use Water St N/A bulb out on all existing signal heads for westbound approach. Remove do not enter (2), one corners way(5)and no right turn signs(1). Retime signal. In Stripe the stop bar and a shared through-right pavement marking arrow on tm the eastbound approach with segment surface improvements. Stripe lane T intersection, assignment arrows on all approaches.Install striped or raised bulb outs.Restripe stop controlled Shoreline Blvd on the Twigg St median area of Shoreline Blvd to allow northbound traffic on Shoreline to turn N/A approach left onto Twigg St. Move yield/one-way signs to southern median instead of at the circle. Install yield/one-way signs at circle for westbound traffic. Remove one way signs on the northwest corner and median of Shoreline Blvd. If all-way stop is warranted,operate as all-way flash with Signalized Stripe stop bar and crosswalk on westbound approach with segment surface existing signals;City Water St intersection, improvements.Stripe lane assignment arrows on all approaches. Remove one- to confirm necessary bulb out on all way sign(1)and no right turn sign(1)on northbound approach and no left turn equipment to function. corners signs(2)on southbound approach. Retime signal. Otherwise,signal poles can be taken Ndown and replaced with stop signs. T intersection, but technically Stripe stop bar and crosswalk on eastbound approach with segment surface only northbound improvements.Install stop sign for eastbound approach.Stripe lane assignment and southbound arrows on all approaches. Install striped or raised bulb outs. Restripe median Shoreline Blvd approaches, area of Shoreline Blvd to one lane for northbound traffic to u-turn or turn left N/A with northbound onto Starr St,and one lane for eastbound traffic to turn left onto Shoreline Blvd. left turn onto Relocate and rotate yield and one way traffic sign on southern median area of Starr Street. Shoreline Blvd to accommodate new eastbound traffic. If all-way stop is warranted,operate Stripe stop bar and crosswalk on new westbound approach with segment as all-way flash with Signalized surface improvements. Stripe lane assignment arrows on all approaches. existing signals;City intersection, to confirm necessary Water St bulb out on all Install two signal heads and VIVID camera for new westbound traffic. Install do equipment to function. corners not enter signs(2)on northwest and southwest corners facing new westbound Otherwise,signal traffic. Remove one-way signs(2)on southeast corner. Retime signal. poles can be taken down and replaced U) with stop signs. Q Stripe stop bar and crosswalk on eastbound approach with segment surface If all-way stop is 4) improvements.Install signal pole,mast arm,two signal heads and VIVID camera warranted,operate a for new westbound traffic through the median area of Shoreline Blvd.Stripe lane as all-way flash with Signalized assignment arrows on all approaches. Restripe median area of Shoreline Blvd existing signals;City intersection, to confirm necessary Shoreline Blvd with bulb out on to one lane for northbound left turning and westbound through traffic,and one equipment to function. lane for southbound left turning and eastbound through traffic.Remove one way all corners Otherwise,signal sign (1)and no right turn sign (1)for southbound approach, do not enter sign poles can be taken (1)in striped median area,no left turn sign for northbound approach,and wrong down and replaced way(1)and right turn only sign(1)for westbound approach. Retime signal. with stop signs. Signalized Stripe stop bar and crosswalk, with shared through-left and right turn only intersection, pavement marking arrows for two lanes on westbound approach with segment Water St surface improvements. Stripe shared through-left pavement marking arrow on N/A bulb out on all southbound approach and shared through-right pavement marking arrow on corners northbound approach. Remove one way signs(4). N Stripe stop bar and crosswalk on eastbound approach with segment surface R T intersection, improvements.Stripe lane assignment arrows on all approaches. Install striped but technically or raised bulb outs. Install stop sign on eastbound approach. Restripe median In Shoreline Blvd only northbound area on eastbound approach to mimic the existing lane assignment seen on N/A and southbound Twigg St at Shoreline Blvd. Relocate stop/one-way signs in circle/median for approaches. eastbound approach. Install no right turn sign for southbound traffic. Relocate City Hall sign. A31 EXHIBIT B Street Existing All-Way Stop Name Intersection Conditions Improvements* Considerations" Stop controlled on the Stripe eastbound approach to transition from two northbound lanes to one lane. Stripe crosswalk, with right turn only Lower pavement marking arrow on westbound approach with Lower Broadway segment surface improvements.Stripe lane assignment Broadway approach, afor arrows on all approaches. Install striped or raised bulb N/A free flow Leopard/ outs.Install right turn only(1)and additional do not enter Lawrence (2)signs for all westbound traffic. Remove one way sign eastbound on southeast corner. approach If all-way stop is Stripe stop bar and crosswalk for all approaches with warranted,operate segment and intersection surface improvements. as all-way flash with Stripe lane assignment arrows on all approaches. existing signals;City QSignalized Install striped or raised bulb outs. Remove all one way to confirm necessary y Mesquite St intersection signs (4). Install signal pole and two signal heads on equipment to function. U) the northwest corner, one signal head on the northeast Otherwise,signal L) corner, and one signal head on the southwest corner. poles can be taken Retime signal. down and replaced with stop signs. If all-way stop is Modify bulb outs on all corners to allow for two-way warranted,operate Signalized traffic on Lawrence St.Stripe stop bar on all approaches as all-way flash with intersection, with segment surface improvements. Stripe lane existing signals;City Chaparral St raised bulb out assignment arrows for all approaches. Uncover signal to confirm necessary at southeast heads for southbound approach. Swap out the two 10' equipment to function. corner ped poles for taller signal poles and install two signal Otherwise,signal heads for westbound traffic. Remove all one way signs poles can be taken (4).Retime signal. down and replaced with stop signs. Signalized Stripe stop bar and crosswalk on east and westbound intersection, approaches with segment surface improvements.Stripe lane assignment arrows for all approaches. Install Water St bulb out on N/A striped or raised bulb outs. Uncover signal heads for southeast westbound approach. Remove all one way signs (3). corner Retime signal. Signalized Stripe stop bar and crosswalk on westbound approach Water St intersection, with segment surface improvements.Remove no left turn N/A Q bulb out on all (2), no right turn (2), and one way(3)signs. Stripe lane corners assignment arrows on all approaches. Retime signal. U) E Stripe stop bar and crosswalk on eastbound approach R T intersection, with segment surface improvements. Stripe lane but technically assignment arrows for all approaches. Install striped or Shoreline Blvd only N/A southbound raised bulb outs. Install stop sign and right turn only on approach. eastbound approach. Remove one way(2)signs for the southbound approach. *" Stripe stop bar and crosswalk on north, south and If all-way stop is westbound approaches with segment surface warranted,operate +r to improvements. Stripe lane assignment arrows on all as all-way flash with approaches. Install striped or raised bulb outs. Install existing signals;City V_ Mesquite St Signalized do not enter signs (2) and lane use sign (1) on the to confirm necessary intersection equipment to function. eastbound approach for all westbound traffic. Install no Otherwise,signal left turn sign on northbound approach and no right turn poles can be taken sign on southbound approach. Remove all four one way o down and replaced 11 signs. Retime signal. with stop signs. A32 TIRZ#3 TRAFFIC AND PLANNING ANALYSIS DRAFT I APRIL 2018 EXHIBIT B Street Existing All-Way Stop Name Intersection Conditions Improvements* Considerations" If all-way stop is warranted,operate as Stripe stop bar and crosswalk on all approaches with segment and intersection all-way flash with existing Signalized surface improvements.Stripe lane assignment arrows on all approaches.Install signals;City to confirm Chaparral St striped or raised bulb outs. Uncover signal heads for southbound approach. necessary equipment to intersection Install two signal heads for westbound traffic. Remove all one way signs (6). function.Otherwise,signal Retime signal. poles can be taken down and replaced with stop U) signs. Stripe stop bar and crosswalk on east and westbound approaches with Signalized segment surface improvements. Stripe lane assignment arrows on all to intersection, Water St approaches.Install two signal heads and VIVID Camera for westbound traffic. N/A bulb out on all Remove all one way(3), no left turn (1), and do not enter(1) signs. Retime 0 corners 9 si nal. T intersection, Stripe stop bar and crosswalk on eastbound approach with segment surface stop controlled improvements.Stripe lane assignment arrows on all approaches.Remove no Shoreline Blvd on the John left turn(1),no right turn(1),one way(1),do not enter(2)signs and left stop N/A Sartain St sign(1)on the eastbound approach. approach *In addition to the listed improvements, pedestrian facility improvements are needed to meet ADA standards. This study does not go into details of providing these specific pedestrian facility improvements, such as ADA compliant curb ramps, sidewalks, pedestrian signal heads and push buttons, for each intersection and segment. **City to perform an all-way stop study for each intersection A33 EXHIBIT B THIS PAGE INTENTIONALLY LEFT BLANK EXHIBIT B APPENDIX: ONE = TWO WAY D 0 A , n , i A� Mw g g ONE TO TWO-WAY CONVERSION- ROADWAY SEGMENTS Street Roadway Existing Conditions Improvements* Name Segment Belden to WB Surface improvements, stripe solid double yellow line (270') to IH-37 Two lanes southbound with small right turn bay have one northbound lane and one southbound through lane and one southbound right turn bay WB IH-37 to EB Two lanes southbound Surface improvements,stripe solid double yellow line(85') IH-37 EB IH-37 to Two lanes southbound with two striped on-street Surface improvements, stripe parallel parking spots and solid Mann Street parallel parking spots on west side double yellow line(150') Mann Street to Two lanes southbound with four striped on-street Surface improvements, stripe parallel parking spots and solid Twigg Street parallel parking spots on the west side double yellow line(140') Twigg Street to Two lanes southbound with striped on-street Surface improvements, stripe parallel parking spots and solid Taylor Street parallel parking spots on both side of the street double yellow line(275') Taylor Street to Two lanes southbound with striped on-street Surface improvements, stripe parallel parking spots and solid Starr Street parallel parking on both sides of the street double yellow line(260') Two lanes southbound with striped on-street Starr Street to Surface improvements, stripe parallel parking spots and solid Peoples Street parallel parking on both sides of the street; double yellow line(280') a" loading zone close to intersection Peoples Street to Two lanes southbound with striped on-street Surface improvements, stripe parallel parking spots and solid Schatzell Street parallel parking on both sides of the street double yellow line(75') Schatzell Street Two lanes southbound with on-street parallel Surface improvements, stripe parallel parking spots and solid to Lawrence St. parking on east side double yellow line(285') Lawrence Street Two lanes southbound with striped on-street Surface improvements, stripe parallel parking spots and solid to William Street parallel parking on both sides of the street double yellow line(265'), rotate parking sign(1)to face the correct direction of traffic William Street to Two lanes southbound with striped on-street Surface improvements, stripe parallel parking spots and solid John Sartain parallel parking on both sides of the street double yellow line(265') Surface improvements, stripe parallel parking spots and solid John Sartain to Two lanes southbound with striped on-street double yellow line (495'), remove do not enter sign by Richline Coopers Alley parallel parking on both sides of the street building,rotate no parking commercial loading zone sign(1)to face the correct direction of traffic Mann Street to Two lanes northbound with striped on-street Surface improvements,stripe parallel parking spots and solid double Twigg Street parallel parking on both sides of the street yellow line(230'),remove wrong way signs(2) Twigg Street to Two lanes northbound with striped on-street Surface Improvements, modify angled parking to become parallel Taylor Street parallel parking on both sides of the street parking on both sides of the street, stripe solid double yellow line � (290'),rotate parking signs(2)to face the correct direction of traffic Surface improvements, modify angled parking to become parallel CU Taylor Street to One lane northbound with striped on-street parking on both sides, stripe solid double yellow line (300'), rotate CL Starr Street angled parking on both sides of the street no parking commercial loading zone sign (1) to face the correct U direction of traffic Starr Street to One lane northbound with striped on-street Surface improvements, modify angled parking to become parallel Peoples Street angled parking on both sides of the street parking on both sides,stripe solid double yellow line(300') Peoples Street to One lane northbound with striped on-street angled Surface improvements, modify angled parking to become parallel Schatzell Street parking on both sides of the street parking on both sides,stripe solid double yellow line(190') ® A35 EXHIBIT B Street Roadway Existing Conditions Improvements* Name Segment Schatzell Street to One lane northbound with both Surface improvements,stripe solid double yellow line Lawrence St. parallel and angled parking on both (305') sides of the street One lane northbound with both Lawrence Street to parallel and angled parking on Surface improvements,stripe solid double yellow line � William Street (290') N both sides of the street m Surface improvements, modify angled parking to m William Street to One lane northbound with on become parallel parking on both sides, stripe solid CL m John Sartain street parallel parking on both double yellow line (290'), rotate parking signs (2) to s sides of the street v face the correct direction of traffic One lane northbound with striped Surface improvements, modify angled parking to John Sartain to on-street angled parking on both become parallel parking on both sides, stripe solid Coopers Alley sides of the street double yellow line (440'), rotate 25 mph speed limit sign to face the correct direction of traffic Surface improvements,stripe solid double yellow line Mesquite to (275'),rotate speed limit(1),no parking(2). Remove Chaparral Two lanes eastbound, no parking traffic signal ahead sign (1) to face the correct direction of traffic. Relocate dual post sign to south side of the street. Surface improvements, stripe solid double yellow in Chaparral to Water Two lanes eastbound, no parking line (290'), rotate 5 min parking signs (2) and private Street loading zone on south side property towing sign(1)to face the correct direction of traffic. Surface improvements, stripe solid double yellow line Water Street to Two lanes eastbound with on- (315'), rotate do not enter sign (1) to face Twigg St Shoreline Blvd street parallel parking on both and no parking sign(1)to face the correct direction of sides traffic,install do not enter sign(1)at Omni exit for new westbound traffic,remove one way sign(1) Water Street to Two lanes westbound with on- Surface improvements, stripe parallel parking spots m street parallel parking on both and solid double yellow line(315'), remove one way N in Shoreline Blvd sides signs(4) Two lanes eastbound with striped Surface improvements, stripe parallel parking spots CL c y Water Street to on-street parallel parking on north and solid double yellow line (310'), remove one way a N Shoreline Blvd. side, loading on south side signs(3) One lane westbound with striped Surface improvements, stripe parallel parking spots in on-street parallel parking on both and solid double yellow line on both legs(590'),stripe Water Street to sides on north leg,and two lanes for two eastbound lanes, one westbound lane that N Shoreline Blvd westbound with striped on-street opens up to two and a striped median buffer, remove parallel parking on south side of one way signs pointing left (2), install one way signs in south leg pointing right(2)on south leg d One lane eastbound with striped Surface improvements, stripe parallel parking spots d Mesquite St.to o-street parallel parking on both and solid double yellow line (285'), rotate 2 hour Cn Chaparral Street sides of the street parking sign(1)to face the correct direction of traffic d U C ;u Two lanes eastbound with on- Chaparral Street to street parallel parking on both Surface improvements, stripe parallel parking spots Water Street sides of the street and solid double yellow line(295') E Two lanes westbound with striped Surface improvements, stripe parallel parking spots !g y Water Street to on-street parallel parking on both and solid double yellow line (310'), remove one way Shoreline Blvd. � sides of the street sign(1) A36 TIRZ#3 TRAFFIC AND PLANNING ANALYSIS DRAFT I APRIL 2018 EXHIBIT B Street Roadway Existing Conditions Improvements* Name Segment Mesquite Street to Two lanes eastbound with striped on-street parallel Surface improvements, stripe parallel parking spots and Chaparral St parking on both sides of the street solid double yellow line(280'),rotate no parking commercial loading zone sign(1)to face the correct direction of traffic c Chaparral Street to Two lanes eastbound with striped on-street parallel Surface improvements, stripe parallel parking spots and Water Street parking on both sides of the street solid double yellow line(280') c s Water Street to Two lanes eastbound with striped on-street parallel Surface improvements, stripe parallel parking spots and solid double yellow line (320'), remove one way signs (3), Shoreline Blvd parking on both sides of the street remove lane assignment sign(1) In addition to the listed improvements,pedestrian facility improvements are needed to meet ADA standards. This study does not go into the details of providing these specific pedestrian facility improvements, such as ADA compliant curb ramps, sidewalks, pedestrian signal heads and push buttons, for each intersection and link. A37 EXHIBIT B THIS PAGE INTENTIONALLY LEFT BLANK EXHIBIT B EXHIBIT B 174 MW AEC ;au 4m `5".. y�k t r �/ �.n - •` ANO. Q - bk Downtown Traffic + Planning Analysis • City Council Presentation April 17, 2018 Purpose ENTERTAINMENT+TOURISM DESTINATIONS MOBILITY+WALKABILITY DOWNTOWN AREA DEVELOPMENT PLAN HARBOR BRIDGE RELOCATION PROJECT ONE-WAY TO TWO-WAY STREET CONVERSIONS DOWNTOWN PARKING ACTION PLAN NEED FOR CLEAR STRATEGY TO GUIDE PUBLIC INVESTMENTS RNNAiE NEw CCiAMERCUL REHABILITATION flEVRALIZATION INVESTMENTS CONSTRUCTION ACTIVRV 2 Iterative Community Feedback Outreach & Background Adoption Research Revised & Updated Recommendations Stakeholder y Input Town Hall & Community Community Feedback Open House Pre iminary Recommendations 3 Historic Downtown i . 7 -- Chaparral Street(1941) Chaparral Street(1950s) Corpus Christi Public Libraries Digital Archives. Corpus Christi Public Libraries Digital Archives. 4 Texas Two-Way Conversion Examples • Dallas • Portions of Houston,Akard, Federal, Field, and Patterson Streets • Direction from City leaders to convert to two-way back in 2005 • Houston street segment between Young and Elm Streets was last and completed in 2014 • North Houston Street and Victory Avenue conversions approved in 2012, completed 2015 • 2012 Approval to convert Elm and Commerce St. • San Antonio • Main and Soledad Streets(Bond 2012) • Austin • Completed Cesar Chavez(2006), Brazos(2015), 4 yy,i & Fifth Street(2017) • Approved Bond 2012 for Colorado and 'r•g.' y °C °a Bond 2016 for Nueces St. �.-•^ _°' -a, — _ , 1, . . 4i. PROJECT SITE MAP a 5 Benefits of Conversion T M F b liry Stuffy/or • Louisville, KY Case Study: • Two one-way streets converted to two-way streets in 2011 � s F • Between 2011 and 2013: 6 ' J1 Collisions Decreased(36%and 60%) Crime Decreased 23%(Citywide slight increase 2011-2013) ; A Slower/Calmer Traffic N F - 34 , - T Increased Traffic Volumes i T Increased Pedestrian and bike traffic a `. T Increased Business Revenuesy t 153" T Increased Property Improvements(2x) Maynoi,q.1P T Increased Property Values(39%on just one street) T Increased Tax Revenues r,' ENiR;N Source:Gilderbloom,John and Rign,William et.al.:"Two-ways to Fix Our Downtown Neighborhoods,"University of Louisville Center for Sustainable Neighborhoods.www.sun.louisville.edu 6 Lt Current Conditions t,#„�#� _.- tit _�• � *'I L �S - / 14 ,77 y Legend w';,b� One-way roads IL. 7 uo�Pus ayA,r 4 i ProposalTwo Way Conversion J y end .F r �� .ib NU�mBROf 4 . R 1 y _ y H�rYY ` t _ ' _ 1r . Proposed Short-Term Projects 2018-2020 • Two-way conversion of Marina Arts District street segments between Shoreline Boulevard and Water Street • Shoreline Pedestrian Improvements • Pavement Directional Markings • Downtown Lighting Phase 1 • Artesian Park • Lawrence Street pavement repair • Kinney/Chaparral Intersection • Agnes Street Configuration Feasibility Study • Upper & Lower Broadway Feasibility Study • 4-way stop evaluation 9 _= Projects Proposed Mid-Term Proj p 2021-2028 • SEA District projects — Harbor Bridge removal in 2021 • Twigg Street Reconstruction • Water Street Resurfacing • Agnes & Laredo Operational Improvements • IH-37 Corridor Plan • Mesquite Street two-way conversion • Coopers Alley Intersection Improvements with Mesquite and Chaparral + Sidewalk • Twigg Street Pedestrian Bridge • Downtown Lighting Phase 2 N, -- • Water Taxi io - Pro Projects Proposed Long-Term Proj � r p g OZ9+ • Hirsch Street Extension by ABC • Resurfacing Streets in Marina Arts 1 District • Lawrence & John Sartain two-way conversions � Yrat1 _ l e 11 �G Next Steps • Document Adoption Process Q:µpn's Qh�Ri m • Downtown Management - District Board - March 22, Ffl ® � 2018Vffi® _ • Transportation Advisory Commission - March 26, Hrfl Ffl OU �r 2018 TIRZ #3 Board of Directors - q � ' We r March 27, 2018 • Planning Commission - April _-- 4, 2 018 -Y of��. :.:1953 City Council - April 17, 2018 • Loading Zone Planning 12 A Proposed Bond 2018 • $1 .5 Million in Proposed Bond 2018 for Improvements Downtown • Pedestrian Safety Improvements — crosswalks, signage, pedestrian signals, sidewalks, ramps • Lighting Improvements • $200,000 TIRZ #3 funds for two-way conversions between Water Street and Shoreline Blvd. 13 Recommendation Staff and Planning Commission recommend adoption of the TIRZ #3 Traffic and Planning Analysis. 41, Mesquite Street(unknown date) Chaparral Street(1800s) Corpus Christi Public Libraries Digital Archives. Corpus Christi Public Libraries Digital Archives. 14 SC v AGENDA MEMORANDUM "ORPOR EO Future item for the City Council meeting of April 10, 2018 1852 Action Item for the City Council meeting of April 17, 2018 DATE: March 22, 2018 TO: Margie C. Rose, City Manager FROM: Daniel McGinn, AICP, CFM, Director, Planning and ESI Daniel McCa).cctexas.com (361) 826-7011 City of Corpus Christi Annexation Guidelines CAPTION: Resolution adopting City of Corpus Christi Annexation Guidelines PURPOSE: The intent of the City of Corpus Christi Annexation Guidelines are to implement Plan CC, the City's adopted Comprehensive Plan, by providing City Council with specific, objective, and prescriptive guidance for making decisions about annexation and other issues within Corpus Christi's extraterritorial jurisdiction (ETJ); and to provide the guidance and rationale for the consideration of areas within the City of Corpus Christi's extraterritorial jurisdiction (ETJ) for annexation. BACKGROUND AND FINDINGS: Following a City Council Workshop on March 30, 2017, Council directed staff to work with stakeholders to develop annexation guidelines that will work for the Corpus Christi community. Pursuant to this direction, staff presented background information at meetings with multiple organizations and invited members of the community to engage in the stakeholder process of developing a set of annexation guidelines. Staff held a series of three stakeholder meetings between May and November of 2017, convening all the stakeholders at these meetings to develop a set of annexation guidelines. Numerous meetings with smaller groups of stakeholders and regional partner agencies were also held during this period. Staff briefed City Council on the process of developing annexation guidelines during a workshop on July 6, 2017 as well as during the City Council meeting of February 13, 2018. During the February 13, 2018 briefing, Council directed staff to bring this item back for action. ALTERNATIVES: Denial of the proposed Annexation Guidelines with suggestions to the Planning & ESI Department OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO POLICY: The proposed Annexation Guidelines conform to City policy. EMERGENCY /NON-EMERGENCY: Non-emergency DEPARTMENTALCLEARANCES: Planning and ESI Department, Planning Commission — recommended approval March 21 , 2018. FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital 0 Not applicable Project to Date Fiscal Year: 2017- Expenditures Current 2018 CIP onl Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None RECOMMENDATION: Staff recommends approval of the Annexation Guidelines LIST OF SUPPORTING DOCUMENTS: Resolution PowerPoint Presentation Exhibit A— Annexation Guidelines Exhibit B — Voluntary Annexation Application Resolution adopting City of Corpus Christi Annexation Guidelines WHEREAS, stakeholder meetings were held on May 12, 2017; June 1, 2017; and November 10, 2017 to discuss the guidelines; WHEREAS, a public hearing was held on Wednesday, March 21 , 2018, during a meeting of the Planning Commission. The Planning Commission recommended approval and on Tuesday, April 17, 2018, during a meeting of the City Council, during which all interested persons were allowed to appear and be heard; WHEREAS, the intent of the City of Corpus Christi Annexation Guidelines are to implement Plan CC, the City's adopted Comprehensive Plan, by providing City Council with specific, objective, and prescriptive guidance for making decisions about annexation and other issues within Corpus Christi's extraterritorial jurisdiction (ETJ); and WHEREAS, the City of Corpus Christi Annexation Guidelines provide the guidance and rationale for the consideration of areas within the City of Corpus Christi's extraterritorial jurisdiction (ETJ) for annexation. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS, THAT: Section 1. The City of Corpus Christi Annexation Guidelines, attached as Exhibit A, are adopted in its entirety. Section 2. Per the guidelines, an application, attached as Exhibit B, for annexation will be required. Such application may be amended to further implement the City of Corpus Christi Annexation Guidelines. 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 EXHIBIT A T City of Corpus Christi Annexation Guidelines Purpose:The purpose of this document is to describe the City of Corpus Christi's Annexation Guidelines. The Annexation Guidelines provide the guidance and rationale for the consideration of areas within the City of Corpus Christi's extraterritorial jurisdiction (ETJ) for annexation. The intent of the Annexation Guidelines is to implement Plan CC, the City's adopted Comprehensive Plan, by providing City Council with specific, objective, and prescriptive guidance for making decisions about annexation and other issues within Corpus Christi's extraterritorial jurisdiction (ETJ). In addition, Plan CC has designated two potential annexation areas tied to a Master Planning Process or Area Development Plan Process. Per Plan CC, the goal for annexed land shall be orderly development which is managed by local government according to an adopted land use and utility plan. Areas designated in Plan CC include, roughly, 4.6 square miles in the Northwest Area and 8 square miles in the Southside Area. Background:Annexation is the legal process that adds land to the corporate limits of a city. Annexation allows formerly unincorporated properties to receive municipal services such as police protection, fire protection, and garbage collection. Controlled annexation can yield a more efficient land development pattern responding to population growth and economic development opportunities, while ensuring effective delivery of services. The extraterritorial jurisdiction (ETJ) is a legally designated area of land located a specific distance beyond a city's corporate boundaries that a city has authority to annex. State statutes define the size of the ETJ boundaries according to a city's population.The statutes allow a five-mile ETJ for cities in excess of 100,000 in population. Corpus Christi falls into this category and has a five-mile ETJ. CITY OF CORPUS CHRISTI ANNEXATION GUIDELINES—MARCH 1, 2018 1 INTRODUCTION 1 EXHIBIT A The City will evaluate property owner-initiated annexations and City-initiated annexations based on the following Six Guiding Statements and associated criteria: 1. The City of Corpus Christi will consider annexation to protect public health and safety by: a. Providing zoning, land use, building codes, and other development regulations; promoting and maintaining safe living and working conditions and sustainable development. b. Extending regulations before development occurs, on undeveloped land, where growth is anticipated. c. Preventing unregulated development in areas that: i. will have an adverse impact on adjacent areas within the City; ii. will have an adverse environmental impact; iii. will have an adverse impact on Military missions/operations, including advisories and determinations provided by the Department of Defense and/or Federal Aviation Administration; iv. will have an adverse impact on the Port of Corpus Christi and navigable waters. 2. The City of Corpus Christi will consider annexation to provide municipal services to: a. Residential, commercial, and industrial land uses that would benefit from a level of service calibrated for a city rather than an unincorporated area. b. Jurisdictional pockets outside the city limits, but surrounded by the city,to provide logical planning and/or service delivery boundaries. c. Territories that establish contiguity required for strategic expansion of the City and its services. 3. The City of Corpus Christi will consider annexation where the property location is in: a. Areas contiguous to the City limits for which dense urban or suburban development activity is anticipated; and b. Planned Development Areas as identified in the adopted comprehensive plan. 4. The City of Corpus Christi will evaluate annexation based on intergovernmental relations in order to: a. Protect its ability to expand its City limits. b. Provide municipal authority over City-owned properties, including those belonging to City- owned utilities, by annexing City-owned properties as soon as practical after acquisition. c. Preclude the creation of other competing political jurisdictions. d. Maintain the City's ability to expand in the future and protect potential economic competition when evaluating requests for incorporations of new cities within Corpus Christi's ETJ. e. Address the viability of City-owned utilities when evaluating requests for Utility Districts or other Special Districts in the ETJ. f. Ensure that Special Districts in the ETJ do not create regulations that would not be in the best interest of the City. g. Provide services in coordination with service districts and utility providers, including, but not limited to, school districts, emergency services districts, public transportation providers, and utility providers. h. Promote collaborative relationships with other jurisdictions in the region. i. Provide consideration for the following factors prior to releasing any portion of the City's corporate limits or ETJ to another jurisdiction, or accepting territory from another jurisdiction: i. The exchange of areas of equivalent value with the other jurisdiction; CITY OF CORPUS CHRISTI ANNEXATION GUIDELINES—MARCH 1, 2018 1 CRITERIA EXHIBIT A ii. Adequate land use control by the other municipality(as determined by the City)to protect the subject property and surrounding area; iii. The existence of distinct planning boundaries that define the current or proposed City limits and ETJ; iv. Fiscal impacts to the City's budget; V. The need for City protection of environmental or other resources; vi. The long-term effects of cumulative ETJ releases to other jurisdictions; vii. Suitability for designation as an Industrial District; viii. Ability to provide adequate municipal services to the area. 5. The City of Corpus Christi will consider annexation based on economic and fiscal impacts: a. Annexation of areas with proposed development that is fiscally feasible for both operating and capital improvements while maintaining current levels of service to existing residents. b. Annexation to ensure that areas benefitting from proximity to a large urban City are contributing revenue to offset the cost of providing services within an urban environment. c. The impact of additional population within the City limits to help procure state and federal funding for transportation and other services that are provided on a per capita basis. d. Annexation to keep economic activity,and associated tax revenues, within the City limits. e. Consider opportunities for agreements with other municipalities or regional/area service providers to assist with provision of services. f. For both City initiated annexations and petitions for annexation, a Fiscal Impacts Analysis will be conducted by City staff. See section on fiscal impact analyses below for further details. 6. The City of Corpus Christi will consider Non-Annexation Agreements for: a. Property owners that have Agricultural Exemptions, in accordance with state law. b. Special Districts, which shall include a statement that the property owner consents to future voluntary annexation and a negotiated annexation schedule shall be included. c. Areas willing to accept services, such as municipal water and wastewater, in lieu of annexation along with extension of City regulations and requirements. A negotiated annexation schedule shall be included.The area covered under the non-annexation agreement must pay the full costs of services provided by the City. d. Areas with taxing authority offering revenue sharing options in exchange for the agreement. e. Future and existing Industrial Districts. i. Industrial District 1 shall not extend south of 1-37. ii. Industrial District 2 will be protected from incompatible land uses. CITY OF CORPUS CHRISTI ANNEXATION GUIDELINES-MARCH 1, 2018 1 CRITERIA 3 EXHIBIT A The City will require the following when receiving petitions for annexation: 1. An owner-initiated application will require the submittal of an annexation application. The application will, at a minimum, require: a. A general development plan showing: 1) The dimensions and boundaries of the property; 2) Location of existing buildings and structures; 3) Proximity to existing water, wastewater, storm water, streets, and other public improvements; 4) A preliminary drainage plan for the project site using best management practices and prevent increases to both peak and total storm water runoff flows; 5) General arrangements of existing and proposed land uses; 6) The proposed zoning and density; 7) Development phasing; 8) The proposed street plan; 9) And proof of ownership. b. Public Infrastructure required to serve the proposed development and estimated costs; c. Projections of additional elementary, middle, and high school students the development will generate. d. Payment of an annexation application fee of$50 per acre, with a maximum fee of$2,000, or an amount as otherwise subsequently determined by ordinance of the City Council. 2. The City will consider the establishment of a Special District for the proposed area covered by development and annexation agreements to promote developments that incorporate higher development standards, such as the integrating a mixture of land uses, an interconnected network of streets, transportation alternatives to the automobile, and the provision of additional amenities. 3. A development agreement, detailing the obligations of the City and project developer and specifying the standards and conditions that will govern development of the property,will be required for the City to enter into an annexation agreement where the property owner is applying for annexation. CITY OF CORPUS CHRISTI ANNEXATION GUIDELINES-MARCH 1, 2018 1 CRITERIA 4 EXHIBIT A Fiscal Impacts Analysis Details: 1. A fiscal impact analysis models the projected costs and revenues associated with the proposed development to determine the net fiscal impact of the development on the City. Such analyses would go beyond the provision of infrastructure, and would include city services such as police and fire protection, libraries, parks and recreation, and other city functions that experience increased demand for service from new development. The fiscal impact analysis must assess each phase of the proposed development. a. The Fiscal Impact Analyses shall be conducted by City Planning Division staff, in cooperation with pertinent Departments, to project revenues and costs anticipated as a result of the proposed development. b. The Fiscal Impact Analysis considers both revenues and expenditures for proposed areas to be annexed using the development plan for the area and the current adopted City budget. Below is the methodology that shall be used for the Fiscal Impact Analysis. i. Expenditures: 1) Expenditures shall be considered for all municipal services to be provided. 2) Expenditures shall include annual operation and maintenance costs. 3) Expenditures shall include capital improvement costs. 4) Expenditures shall be based on an assessment of the services to be delivered, the level of service to be delivered and the estimated costs of providing the service. 5) Service delivery cost estimates shall be provided by the Department responsible for service delivery, guided by the City Planning Division Staff. 6) Expenditures may be estimated using average costing, marginal costing, or a combination of the two methodologies. ii. Revenues—the following shall be considered: 1) Property taxes from existing land uses 2) Property taxes for proposed future land use (based on current tax rate) 3) Sales taxes 4) Hotel Occupancy Taxes 5) Other revenues as applicable to the area being considered for annexation (e.g. other local taxes, user fees, fines, etc.) 6) Revenues may be estimated on per service population, per housing unit, per building square feet, and/or per acre basis, as appropriate. 7) A sensitivity test of revenue assumptions, such as assessed value of property and sales tax revenues, will be included in the fiscal analysis. c. Time Period of Analysis: The Fiscal Impact Analysis shall extend a minimum of 10 years into the future. If necessary, the timeframe should be extended to either: i. the year the proposed area for annexation is built-out, or ii. the repayment period for any debt that would need to be assumed to more accurately reflect the applicable revenues and expenditures. CITY OF CORPUS CHRISTI ANNEXATION GUIDELINES—MARCH 1, 2018 1 CRITERIA 5 EXHIBIT A APPENDIX A: DEFINITIONS Agriculture Development Agreement:State law requires cities to offer a Development Agreement to areas appraised by the tax roll as agriculture, wildlife management or timber management. If the landowner consents to the agreement, the City shall exclude the property from annexation for a number of years. The Agreement may include the term of the agreement and the landowner's consent to voluntary annexation at the end of the agreement term. Annexation may proceed if land owners decline to enter into an agreement or if at any time landowner files any type of subdivision plat or related development document for the area Annexation:The legal process by which a City extends its boundaries. Annexation Guidelines:A set of guidelines for making annexation decisions. Annexation Plan:See Municipal Annexation Plan. Average Costing:A type of fiscal impact analysis model.This procedure estimates the costs of a new development based on the current average cost per unit of service in existing development multiplied by the number of units the new development is estimated to create. It does not consider excess or deficient capacity to deliver services,and it assumes that average costs of municipal services will remain stable in the future. For example, a fiscal impact model could use the Code Enforcement budget to generate a current average cost per household and apply that average to the number of households included in the proposed new development. An average cost model can also be updated annually as the new City budget is adopted. Contiguous: Sharing a common boundary or border, or abutting a municipality's city limits; however, property will be considered contiguous to a city boundary/limit even if it does not actually touch that boundary/limit if an intervening property is subject to a development agreement guaranteeing temporary continued ETJ status, such as for an agricultural exemption. Developed:Characterized by significant site improvements, such as utility installations, paving, and in many instances, the construction of one or more structures. Disannexation:The legal process by which territory is removed from the city limits for failure to provide services. A majority of the qualified voters of an annexed area may petition the City Council to disannex the area if the City fails to provide services to the area within the period specified by the service plan. Similarly, the City may seek to disannex an area if it determines that it is unable to provide municipal services to that area in accordance with state law. Extraordinary Economic Development Project:A commercial or industrial project that is eligible for property tax abatement and generates substantial benefit to the municipality. Extraterritorial Jurisdiction (ETJ): Unincorporated area that is contiguous to, and extends five miles from, the Corpus Christi City limits. In the ETJ, the City has the authority to annex and extend subdivision regulations.The area excludes other municipalities and their respective ETJs, if any. Extraterritorial Jurisdiction (ETJ) Release: An agreement to release ETJ boundary as agreed to jointly by written consent of two municipal entities. Fiscal Impact Analysis: A study that models the projected costs and revenues associated with a proposed development to determine the net fiscal impact of the development on the City. CITY OF CORPUS CHRISTI ANNEXATION GUIDELINES—MARCH 1, 2018 1 APPENDIX A EXHIBIT A Full Purpose Annexation: Full purpose annexation is the process by which cities extend municipal services, voting privileges, full regulatory authority and taxing authority to new territory.The City regulates land development in its full purpose jurisdiction with zoning, engineering, environmental, land entitlement and building code requirements. An area under consideration for annexing must be within the City's extraterritorial jurisdiction and contiguous to the boundaries of the city. Incorporation:The creation of a municipal corporation (i.e. "City"). Industrial District:An area containing an Extraordinary Economic Development Project for which a non- annexation agreement is issued for up to 15 years and is renewable to delay annexation and the extension of City taxes. Infrastructure: Facilities necessary to provide City services, usually referring to physical assets such as streets and utility lines. Jurisdictional Island:An unincorporated area surrounded on most sides by the City of Corpus Christi. Limited Purpose Annexation: Limited purpose annexation extends the City's planning, building, zoning, health, and safety regulations.The City assesses no taxes and the City is not required to provide full municipal services. Residents in this type of area may vote in City Council and Charter elections but may not vote on proposals to issue bonds, nor seek municipal office. Generally, areas annexed for limited purposes are annexed for full purpose jurisdiction after three years. Marginal Costing:A type of fiscal impact analysis model.This procedure relies on analysis of the demand and supply relationships for public services.This approach recognizes that excess and deficient capacity exits in communities. It models growth not in a linear manner, but as a more cyclical process in terms of the impact on expenditures. For example, a proposed project could necessitate that a new fire station be constructed to adequately provide service to a new development. Municipal Annexation Plan:A document required by state statute that identifies areas to be annexed. Adoption of the Plan by the municipality initiates a three-year process that includes a public process and the creation of a Service Plan for the provision of municipal services after annexation. Municipal Boundary Adjustment:An adjustment to municipal boundaries agreed to jointly by written consent of two municipal entities. Non-Annexation/Annexation Agreement:Agreements authorized by Chapters 43 and 212 of the Texas Local Government Code and negotiated with property owners and adopted by City Council. Such agreements are often used in conjunction with the following: 1. An Industrial District for Extraordinary Economic Development Projects, 2. A Special Utility District or Public Improvement District that has taxing authority to pay for infrastructure improvements, or 3. An agreement for Services in Lieu of Annexation that may be negotiated with property owners who do not want to be placed in a Municipal Annexation Plan but have areas for which the City would like to extend regulations and services. An annexing municipality must offer non-annexation agreements to property owners who have Agricultural Tax Exemptions if the area is slated to be placed in a Municipal Annexation Plan.The CITY OF CORPUS CHRISTI ANNEXATION GUIDELINES—MARCH 1,2018 1 APPENDIX A EXHIBIT A agreement is only valid while an agricultural exemption is maintained and becomes void if development activity is pursued. Planning Study:A document required for Limited Purpose Annexation which provides a ten-year projection regarding anticipated development, proposed zoning, and anticipated public benefits gained from the annexation. Public Improvement District(PID):Authorized under Chapter 372 of the Local Government Code, PIDs are created only at the request of land owners via petition of more than fifty percent of owners of taxable real property liable for assessment under the proposed petition. PID creation is a discretionary act of City Council if Council finds that the establishment of a PID promotes the interests of the City. A PID may be established for the purposes of funding capital improvements as well as operational costs, including: landscaping; constructing or improving sidewalks, streets, or parking facilities; constructing or improving water and wastewater facilities; installing art; and constructing or improving libraries. Special assessments paid by land owners that benefit from the public improvements and/or service are the source of funding. Regulatory Plan:A document required for Limited Purpose Annexation that identifies regulations and land uses to be extended to the area. Services: Municipal services that may include police protection, fire protection, emergency medical services, solid waste collection, operation and maintenance of water and wastewater facilities, operation and maintenance of roads and streets, operation and maintenance of parks, and operation and maintenance of any other publicly owned facility, building, or service. Service Plan:A document required as part of the Three-Year Municipal Annexation Plan that outlines the schedule for the provision of municipal services to an area annexed for Full Purposes. Services in Lieu of Annexation:A type of non-annexation agreement to guarantee the land's immunity from annexation for a period of up to 15 years; extends certain aspects of the city's land use and environmental authority over the land; and authorizes enforcement of land use regulations in addition to, or in lieu of, those that apply within the City. Special District: A political subdivision of the state providing water, sewer, drainage,transportation and/or other utility and infrastructure services within a specified geographic area. Utility District:A political subdivision of the state providing water, sewer, drainage and/or other utility services within a specified geographic area. Sometimes referred to as a Municipal Utility District. Voluntary Annexation: Property owners may petition the City to annex their property. The request for voluntary annexation requires at least fifty percent of the property owners' signature in the area up for consideration. CITY OF CORPUS CHRISTI ANNEXATION GUIDELINES-MARCH 1, 2018 1 APPENDIX A III EXHIBIT B Voluntary Annexation Application & Checklist Required Material to be submitted to the Planning& ESI Department for Voluntary Annexation Petition Project Name/Address: Date: ❑ Contact information form for property owner and representative including, address, office/daytime telephone number, e-mail address, and fax number. ❑ A letter of petition signed by all the owners of the property. A notarized power of attorney is required if any person signs on behalf of another person.The petition must be acknowledged in the manner required for deeds by each person having an interest in the area and it must identify the property owned by each person signing as a petitioner. ❑ Ownership Documents: Clean copy of recorded warranty deed or other document(s) conveying ownership of all the property to be annexed. If the property is owned by a partnership, corporation, trust, or other entity, documents demonstrating signatory's authority to sign Petition on behalf of entity must be included. ❑ A statement citing the specific provision(s) of Chapter 43 of the Local Government Code through which annexation is requested. ❑ An affirmative, unconditional statement affirming that the area meets all the cited statutory pre- requisites, including that the property is contiguous to the current city limits. ❑ A statement including the following information: ❑ Reason(s)for request ❑ Current land use of the property ❑ Location of existing buildings and structures ❑ Current number of residential units and residents living on the property ❑ Proximity to existing water, wastewater, storm water, streets, and other public improvements ❑ Description of planned/proposed development and a completion schedule (i.e., build-out schedule): ❑ Proposed zoning and density ❑ General Arrangements of existing and proposed land uses ❑ A preliminary drainage plan for the project site ❑ Development phasing including the number of housing units by type and lot size, commercial and/or industrial uses by type and square feet for each, square feet or acreage of parking lots, streets and public ROW, parks,greenways, drainage/open space ❑ Estimates of property values for each use in the development ❑ The proposed street plan ❑ Current or proposed utility purveyors ❑ Field notes of area:Two copies of a current signed and sealed Boundary Description in the form of metes and bounds of the total voluntary annexation area prepared by a licensed engineer or surveyor. ❑ Two copies of a current signed and sealed Exhibit Map. Survey Map of the area must be clear, easy to read markings and reduced to fit 8 %x 11 paper. March 1, 2018 Page 1 of 2 EXHIBIT B Voluntary Annexation Application & Checklist ❑ Current Nueces County Appraisal District property value information of area to include: account#/ Legal Description, property ID#, owner, mailing address, city, zip code acreage, and appraisal value. ❑ Payment of$50 per acre fee, maximum $2,000(to be adopted in the future). ❑ City staff will prepare a fiscal impact analysis to model the projected costs and revenues associated with the proposed development, using the provided development information, to determine the net fiscal impact of the development on the City. Such analyses would go beyond the provision of infrastructure, and would include city services such as police and fire protection, libraries, parks and recreation, and other city functions that experience increased demand for service from new development.The fiscal impact analysis will assess each phase of the proposed development and extend a minimum of ten years into the future. The results of the analysis will be presented to City Council along with the annexation application materials. Notice to petitioner: Voluntary Annexations are subject to all the applicable provisions of law, including the City Charter of The City of Corpus Christi and Chapter 43 of the Texas Local Government Code.All annexations are solely within the legislative discretion of the City Council. A petition for voluntary annexation does not constitute a contractual obligation to annex the property in question.The submission of a petition does not obligate the City of Corpus Christi to annex all or any portion of the area included in the petition. Acknowledgement Please Note:The signature of owner authorizes City of Corpus Christi staff to visit and inspect the property for which this application is being submitted.The signature also indicates that the applicant or his agent has reviewed the requirements of this checklist and all items on this checklist have been addressed and complied with.The agent is the official contact person for this project and the single point of contact.All correspondence and communication will be conducted with the agent. If no agent is listed,the owner will be considered the agent. (Check One:) ❑ /will represent my application before city staff, all Commissions and Boards, and City Council. ❑ /hereby authorize the person named below to act as my agent in processing this application before city staff, all Commissions and Boards, and City Council. Owner Name: Phone: Email: Mailing Address, City, State, Zip Code: Owner Signature: Agent's Name: Phone: Email: Agent's Company Name: Mailing Address, City, State, Zip Code: Agent Signature: March 1, 2018 Page 2 of 2 Proposed Annexation Guidelines • City Council Presentation April 17, 2018 A � New State Legislation. S.B. 6 ➢ Tier 1 and Tier 2 Counties and Municipalities ➢ Nueces County (Corpus Christi) and Surrounding Counties are Tier 1 (less than 500,000 in population) ➢ Voters can petition to become Tier 2 (more restrictive) ➢ Any policy is a living document — State Legislature will address annexation every session z New State Legislation: S.B. 6 Population County Tier 1 or 2 county (Census 2016) Houston 2,303,482 Harris 2 San Antonio 1,492,510 Bexar 2 Dallas 1,317,929 Dallas 2 Austin 947,890 Travis 2 Fort Worth 854,113 Tarrant 2 EI Paso 683,080 EI Paso 2 Arlington 392,772 Tarrant 2 Corpus Christi 325,733 Nueces 1 Plano 286,057 Collin+Denton 2+2 Laredo 257,156 Webb 1 3 Process To Date ➢ March 30, 2017 — City Council Workshop ➢ April Stakeholder Meetings — Background Information ➢ May 12, 2017 Stakeholder Meeting #1 — Reviewed working draft ➢ Second half of May, 2017 — Proposed text edits received ➢ May 31, 2017 — Presentation to Planning Commission describing process ➢ June 1, 2017 —Stakeholder Meeting #2 — Discussed proposed edits ➢ July 6, 2017 — City Council Workshop ➢ August 15, 2017 — 8511 State Legislature Special Session Concludes ➢ November 10, 2017 —Stakeholder Meeting #3 —Update and next steps ➢ December 13, 2017 — Planning Commission Briefing ➢ February 13, 2018 — City Council Briefing ➢ March 21, 2018 — Planning Commission Recommending Action 4 4- Direction and Recommendation C:Y. ➢During a Briefing to City Council on February 13, 2018, Council directed staff to return with an action for consideration that combines Options 1 and 2: ➢Option 1: Move forward with Council direction to staff to prepare an application document detailing required information to be provided for annexation actions. ➢Option 2: Move forward with Council direction to staff to prepare aop licy or guideline document detailing requested information to be provided for annexation actions. ➢Staff Recommends Approval of the Annexation Guidelines 5 Extraterritorial Jurisdiction .sn osmP / 44 � 3 I0 Webe \ Staple Corpus Christi Extraterritorial Jurisdiction(ETJ) 6 CITY COUNCIL EXECUTIVE SUMMARY Council Priority WATER & STREETS / Staff Contacts: Mark Van Vleck, Assistant City Manager Valerie H. Gray, P.E., Executive Director of Public Works j Dan Grimsbo, Executive Director of Utilities Jeff H. Edmonds, P. E., Director of Engineering Services Meeting Date Agenda Category Legistar ID March 27, 2018 Motion 18-0198 April 10, 2018 (Tabled) April 17, 2018 Agenda Title: Professional Services Contracts— Construction Inspection Staff Support PROPOSED ACTIONS/RECOMMENDATIONS ➢ Approval on First Reading ➢ Staff Recommendation: o Award (NEW) contract to AGICM - $ 1,060,800 ■ 6Inspectors o Award contract amendments to Freese and Nichols - $ 318,400 ■ 2Inspectors o Award (NEW) contract to Heneco - $ 707,200 ■ 4 Inspectors o Options to execute two 6-month renewals for AGICM and Heneco w/ Council approval o Option to renew one 12-month renewal for 1 Freese and Nichols contract w/ Council approval SUMMARY ➢ 2016 Engineering Department assessment recommended contracting staff support for peak periods ➢ Currently at elevated level of construction activity: o > 50 Major City projects valued at approximately$253 Million o + 60 active subdivision & commercial projects under construction o + 68 projects in close-out ➢ Currently 15 City Inspectors, 12 Contract Inspectors: o Item: ■ Replaces 10 existing contracts with new contracts ■ Extends 2 existing contracts o Total Contract Inspectors - 12 ➢ Request for Proposal: o Inspectors selected based on individual qualifications & proposed rates, not by company o Same responsibilities / work product as City staff PRIOR COUNCIL ACTION ➢ Previous Contract Inspection services contracts (under prior RFPs) awarded April 18, 2017 FINANCIAL CONSIDERATIONS ➢ Funding available in project budgets ALTERNATIVES ➢ Authorize execution of contracts. SUPPORTING DOCUMENTS ➢ Item Details ➢ Exhibit 1: Number of major active construction projects ➢ Presentation ➢ Location Map ➢ Contracts (12) FUTURE ACTIONS ➢ None Project No.(Various) JR/VP Rev.8—04/11/18 Item Details Legistar # 18-0198 Professional Services Contract Amendments — Construction Inspection Staff Support (Capital Improvement Program and Bond Projects) Council Meeting Dates: Item Being Considered: First Reading — March 27, 2018 Motion Second Reading —April 10, 2018 (Tabled) Second Reading —April 17, 2018 RECOMMENDATION: Authorization to execute multiple amendments, and award new contracts for Representative Services totaling $2,086,400 with optional renewals approved by City Council for providing Construction Inspection Staff Support for Engineering Services as follows: Firm Inspector Original Amendment No. (if Contract (THIS Duration Optional Extensions Contract applicable) ITEM) Freese Nichols David Marotta $48,000 Amend. No. 1 $160,000 40 weeks None Freese Nichols Harley Hampton $47,520 Amend. No. 1 $158,400 40 weeks (1)one-year renewal AGCM Robert Munoz $166,400 New Award $166,400 12 months (2)6-month renewals AGCM Russell Soike $187,200 New Award $187,200 12 months (2)6-month renewals AGCM Manuel Hernandez $187,200 New Award $187,200 12 months (2)6-month renewals AGCM Bobby Barker $187,200 New Award $187,200 12 months (2)6-month renewals AGCM Marcus Garcia $197,600 New Award $197,600 12 months (2)6-month renewals AGCM George De La Cerda $135,200 New Award $135,200 12 months (2)6-month renewals Heneco Jordan Dartest $156,000 New Award $156,000 12 months (2)6-month renewals Heneco John Hinojosa $197,600 New Award $197,600 12 months (2)6-month renewals Heneco Louis Estopinal $176,800 New Award $176,800 12 months (2)6-month renewals Heneco Julian Pineda $176,800 New Award $176,800 12 months (2)6-month renewals Total $2,086,400 SUMMARY: Engineering Services has historically used a combination of in-house and contract staff resources to accomplish its mission. Current workload demands exceed the capabilities of the existing inspector workforce of 15 City employees (of 19 positions). Over 50 major City construction projects, with a total contract value of approximately$253 Million, are under construction. This is one of the highest levels of construction activity in several years. Exhibit 1 illustrates how construction workload has evolved over the last few years with Bond 2012 and Bond 2014 projects moving into construction. The 2016 assessment of the Engineering Services Department recommended use of"surge" contracted services to address the needs of peak construction activity. The contracts in this agenda item reflect implementation of that recommendation. The City uses a sealed competitive Request for Proposals (RFP) procurement to select specific inspectors based on the individual's qualifications and proposed hourly rates. Based on the inspector selections, a small Construction Inspection contract (under$50,000) is typically required to meet specific project construction start dates while a large contract amendment is finalized and presented to City Council for award. This item is the result of implementing two RFP's. The two recent RFP's were issued in July 2017 and January 2018. Two previous RFP's were issued in October 2015, and October 2016. Project No.Various 1 JR/VP Rev.7—04/11/18 This process provides a best value procurement that evaluates individuals' qualifications and competitive rates. It achieves significant savings while increasing the level of inspector qualifications, and allows the City to provide a more standardized management approach to construction oversight across the City's entire construction portfolio. The contracted Construction Inspector work assignments and responsibilities are comparable to City Employee requirements for maintaining regular business work hours and completion of required responsibilities. The proposed contract amendments (THIS ITEM) award new contracts and extends the period of performance for contracted construction inspectors to align with the project duration or up to one-year, whichever is shortest. Inspector assignments on projects with construction durations beyond one-year include optional time extensions. Staff will evaluate the available resources and project requirements at the end of the proposed timelines to determine if exercising the extension is required due to resource limitations and construction continuity. Staff will acquire City Council approval to authorize optional extensions if additional time is required for the project and internal staff resources are inadequate. Construction Inspectors are essential to the successful execution of construction projects. Responsibilities include: • Daily onsite monitoring to ensure that contractors are compliant with contract documents, codes and regulations • Daily quality assurance of the contractor's performance for quality control with materials and workmanship • Coordinate and monitor traffic control plans and other construction impacts with local businesses, residents and other agencies • Coordinate City utilities for outages, connections etc. with Operating Departments and local businesses and residents • Coordinate with private utilities including AEP, AT&T, Time Warner, etc. • Regular project progress monitoring and tracking to adequately review and recommend progress pay applications from the contractors • Implement and coordinate proper material testing, general inspections, special inspections and final inspections Inspection services are also provided for public infrastructure in private subdivisions and commercial developments approved by Development Services. There are currently 60 active subdivision and commercial projects for which Engineering provides inspection services. Additionally, there are currently 68 projects under close out which include 31 Engineering Services projects and 37 subdivision and commercial projects. Inspectors are critical in the close out process as they are closely in tune with the issues from the day to day construction activities. PREVIOUS COUNCIL / BOARD ACTIONS: Contract Amendments for Construction Inspection services under the 2016 Request for Proposals was awarded on April 18, 2017. Project No.Various 2 JR/VP Rev.7—04/11/18 gyps c 4 � 0 INFORMAL STAFF REPORT z�f xe� MEMORANDUM To: Margie C. Rose, City Manager Thru: Mark Van Vleck, Assistant City Manager/W// Valerie H. Gray, P.E., Executive Director of Public Works From: Jeff H. Edmonds, P.E., Director of Engineering Services v� Ernesto De La Garza, P.E., Construction Management gineer Date: April 5, 2018 Subject: CITY COUNCIL ACTION REQUEST(CCAR) --3/27/18: Comparison of City to Texas Department of Transportation Construction Inspection ISSUE:. At the March 27th City Council meeting, Councilmember Garza requested information on how the City construction inspection staffing compares to TXDOT's inspection staffing. BACKGROUND & FINDINGS: The City and TXDOT both have similar responsibilities during the construction of capital projects. Inspectors are used to provide quality assurance, coordination and verify work in place for monthly pay applications. TXDOT typically requires utility operators to relocate all utilities in advance of the roadway construction. City projects typically include the City utility work with the roadway construction. City inspectors are, therefore, heavily engaged in utility inspection and coordination for both City and franchise utilities. This is a complicating factor that is largely absent on TXDOT projects. Additionally, coordination with businesses, schools, and property owners tends to be more involved on City projects than a typical highway construction project, The local TXDOT District currently has 47 projects under construction with a combined value of $385 million. TXDOT has a total of 35 inspectors overseeing that construction portfolio. That equates to 1.34 projects per inspector and an average construction value of$11 million per inspector. The City currently has a portfolio of 52 active projects with a combined value of $275 million. There will be 27 total inspectors once council approves the contracts from the most recent procurement for contract inspectors. That equates to 1.93 projects per inspector and an average construction value of $10 million per inspector. CONCLUSION: TXDOT has slightly more value under construction per inspector and slightly fewer projects per inspector. EXHIBIT 1: Major Projects Under Construction ACTIVE BOND & CIP CONSTRUCTION PROJECTS (Excludes New Development Projects) CURRENT DATE 60 s0 v 40 a 30 20 10 0 .n .n .1 10 10 10 10 10 0 n n n n n n 0o ao ao 00 00 CO a+ 0+ e+ vm a+ o+ 0 0 0 0 0 0 N e1 N A H N H N N H H H N N H N e1 N N H N N N N N N N N N N N N> A d O ^ A $ C O C T A Y C A A -5 d ^ A A d O ^ A A d O Corpus Chr sti Engineering Construction Inspection Staff Support Contracts Council Presentation April 17, 2018 Construction Activity L Trend Corpus Engineering ACTIVE BOND& CIP CONSTRUCTION PROJECTS (Excludes New Development Projects) 80 70 CURRENT DATE 60 50 O 40 30 20 YO �II II I 0 2 Construction Activity Forecast CEngineeningorpus Engineering FORECAST BOND & CIP CONSTRUCTION PROJECTS (Excludes New Development Projects) su 70 Bond 2018 Election BO I I so I I � I v w I 0 30 - - 20 0 aha ''aoio�LLEag' a� io�d a�''a'm�oio afar' a��io�a aE� a-oio ■Pre--'18 Bond 8,CIP P,.jects •2018CIP Proj— ■Bond'18R.d ■Bond'IB Facilities 3 Current Construction Activity Co Engineering Bring ➢ Experiencing Peak Level of Construction Activity ➢ Currently 53 City Projects under Construction ✓ Bond, CIP and operating projects ✓ Active project portfolio of $275M ✓ $10-15M average monthly pay applications ➢ 16 New Subdivision Projects under Construction ➢ Contract Staff Required to Manage Workload ✓ Currently: 0 15 (of 19) budgeted inspector positions filled 0 12 total contract inspectors Inspector Procurement Corpus Chrsti Engineering ➢ Construction Oversight Services Procured ✓ Request for competitive proposals (RFP) ✓ Supplements existing budgeted staff ➢ Best Value Procurement ✓ Improved quality and reduced cost ✓ Based on individual inspector qualifications (resumes) and proposed hourly rate ➢ All-inclusive Rates ✓ Includes vehicle, computer, telecom resources Inspection Contracting k* Benefits Corpus Engineering ➢ Allows Rapid Response to Workload Changes ✓ 'Ramping up' support as workload increases ✓ 'Ramping down' as workload decreases ➢ Provides Experienced Inspectors ✓ Ready to "hit the ground running" ➢ Best Value Procurement Approach ✓ Cost savings Construction Management 3ra Corpus*Ch,sti Engineering ➢ Currently: ✓ 15 City Inspectors (of 19 Positions), ✓ 12 Contract Inspectors ➢ This Item: -./--AAdd4ds--3'2-neNv inspectors ✓ Replaces 9 10 existing contracts with new contracts ✓ Extends -3 2 existing contracts ✓ Total Contract Inspectors - 4-5 12 Construction Inspection 3 Staff Support Contracts k,Chrsti Engineering QUESTIONS 8 Morgan Del Sal-Loma Farm Area Linda tit I rade•wim:: N i7 I : Taft SCALE: N.T.S. ray Asa {idem Falma tt Grego A �r Doyle • nd Ingleside Ingleside on the Bay. h San dry I.;±il�7l.` 4, III:=;fl obstown _ 0'.. '�C' 7 �, n Staff Augmentation - Construction Inspection (Citywide) Tierra Grande Petranila asp Chapman Ranch #� r LOCATION MAP NOT TO SCALE CITY COUNCIL EXHIBIT Staff Augmentation - Construction Inspection CITY OF CORPUS CHRISTI,TEXAS v DEPARTMENT OF ENGINEERING SERVICES wv 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: 4/17/2018 Legistar Item 18-0198 Agenda Item: Motion authorizing multiple amendments, and award of new contracts for Representative Services totaling $2,086,400 with optional renewals approved by City Council for providing Construction Inspection Staff Support for Engineering Services. 1. Freese and Nichols (David Marotta) $160,000 Amendment No. 1 2. Freese and Nichols (Harley Hampton) $158,400 Amendment No. 1 3. AGCM (Robert Munoz) $166,400 Contract 4. AGCM (Russell Soike) $187,200 Contract 5. AGCM (Manuel Hernandez) $187,200 Contract 6. AGCM (Bobby Barker) $187,200 Contract 7. AGCM (Marcus Garcia) $197,600 Contract 8. AGCM (George De La Cerda) $135,200 Contract 9. Heneco (Jordan Dartest) $156,000 Contract 10. Heneco (John Hinojosa) $197,600 Contract 11. Heneco (Louis Estopinal) $176,800 Contract 12. Heneco (Julian Pineda) $176,800 Contract Freese Nichols David Marotta Amendment No. 1 Amount Required: $160,000.00 Fund Name Accounting Account No. Activity No. Amount Unit Storm Water 2015 4530-043 550910 E16247-01-4530-EXP 93,600 Street 2015 GO Bd 2014 3551-051 550910 E16247-01-3551-EXP 66,400 Total $160,000 ❑ Certification Not Required Director of Financial Services Date: Page 1 of 12 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: 4/17/2018 Legistar Item 18-0198 Agenda Item: Motion authorizing multiple amendments, and award of new contracts for Representative Services totaling $2,086,400 with optional renewals approved by City Council for providing Construction Inspection Staff Support for Engineering Services. 1. Freese and Nichols (David Marotta) $160,000 Amendment No. 1 2. Freese and Nichols (Harley Hampton) $158,400 Amendment No. 1 3. AGCM (Robert Munoz) $166,400 Contract 4. AGCM (Russell Soike) $187,200 Contract 5. AGCM (Manuel Hernandez) $187,200 Contract 6. AGCM (Bobby Barker) $187,200 Contract 7. AGCM (Marcus Garcia) $197,600 Contract 8. AGCM (George De La Cerda) $135,200 Contract 9. Heneco (Jordan Dartest) $156,000 Contract 10. Heneco (John Hinojosa) $197,600 Contract 11. Heneco (Louis Estopinal) $176,800 Contract 12. Heneco (Julian Pineda) $176,800 Contract Freese Nichols Harley Hampton Amendment No. 1 Amount Required: $158,400.00 Fund Name Accounting Unit Accoount Activity No. Amount Wastewater 2012B 4249-042 550910 E17029-01-4249-EXP $158,400 Total $158,400 ❑ Certification Not Required Director of Financial Services Date: Page 2 of 12 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: 4/17/2018 Legistar Item 18-0198 Agenda Item: Motion authorizing multiple amendments, and award of new contracts for Representative Services totaling $2,086,400 with optional renewals approved by City Council for providing Construction Inspection Staff Support for Engineering Services. 1. Freese and Nichols (David Marotta) $160,000 Amendment No. 1 2. Freese and Nichols (Harley Hampton) $158,400 Amendment No. 1 3. AGCM (Robert Munoz) $166,400 Contract 4. AGCM (Russell Soike) $187,200 Contract 5. AGCM (Manuel Hernandez) $187,200 Contract 6. AGCM (Bobby Barker) $187,200 Contract 7. AGCM (Marcus Garcia) $197,600 Contract 8. AGCM (George De La Cerda) $135,200 Contract 9. Heneco (Jordan Dartest) $156,000 Contract 10. Heneco (John Hinojosa) $197,600 Contract 11. Heneco (Louis Estopinal) $176,800 Contract 12. Heneco (Julian Pineda) $176,800 Contract AGCM Robert Munoz Contract Amount Required: $166,400.00 Fund Name Accounting Account No. Activity No. Amount Unit Street Fund 1041051415- 530000 $55,467 Street 2017 GO Bd 16 3554-051 550910 E16247-01-3554-EXP 110,933 Total $166,400 ❑ Certification Not Required Director of Financial Services Date: Page 3 of 12 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: 4/17/2018 Legistar Item 18-0198 Agenda Item: Motion authorizing multiple amendments, and award of new contracts for Representative Services totaling $2,086,400 with optional renewals approved by City Council for providing Construction Inspection Staff Support for Engineering Services. 1. Freese and Nichols (David Marotta) $160,000 Amendment No. 1 2. Freese and Nichols (Harley Hampton) $158,400 Amendment No. 1 3. AGCM (Robert Munoz) $166,400 Contract 4. AGCM (Russell Soike) $187,200 Contract 5. AGCM (Manuel Hernandez) $187,200 Contract 6. AGCM (Bobby Barker) $187,200 Contract 7. AGCM (Marcus Garcia) $197,600 Contract 8. AGCM (George De La Cerda) $135,200 Contract 9. Heneco (Jordan Dartest) $156,000 Contract 10. Heneco (John Hinojosa) $197,600 Contract 11. Heneco (Louis Estopinal) $176,800 Contract 12. Heneco (Julian Pineda) $176,800 Contract AGCM Russell Soike Contract Amount Required: $187,200.00 Fund Name Accounting Unit Accoount Activity No. Amount Storm Water 2015 4530-043 550910 E16247-01-4530-EXP 93,600 Street 2017 GO Bd 16 3554-051 550910 E16247-01-3554-EXP 53,007 Street 2015 GO Bd 14 3551-051 550910 E16247-01-3551-EXP 40,593 Total $187,200 ❑ Certification Not Required Director of Financial Services Date: Page 4 of 12 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: 4/17/2018 Legistar Item 18-0198 Agenda Item: Motion authorizing multiple amendments, and award of new contracts for Representative Services totaling $2,086,400 with optional renewals approved by City Council for providing Construction Inspection Staff Support for Engineering Services. 1. Freese and Nichols (David Marotta) $160,000 Amendment No. 1 2. Freese and Nichols (Harley Hampton) $158,400 Amendment No. 1 3. AGCM (Robert Munoz) $166,400 Contract 4. AGCM (Russell Soike) $187,200 Contract 5. AGCM (Manuel Hernandez) $187,200 Contract 6. AGCM (Bobby Barker) $187,200 Contract 7. AGCM (Marcus Garcia) $197,600 Contract 8. AGCM (George De La Cerda) $135,200 Contract 9. Heneco (Jordan Dartest) $156,000 Contract 10. Heneco (John Hinojosa) $197,600 Contract 11. Heneco (Louis Estopinal) $176,800 Contract 12. Heneco (Julian Pineda) $176,800 Contract AGCM Manuel Hernandez Contract Amount Required: $187,200 Fund Name Accounting Unit Account No. Activity No. Amount Street 2013 GO Bd 2012 3549-051 550910 E16247-01-3549-EXP 163,940 Wastewater 2012B 4249-042 550910 E16247-01-4249-EXP 23,260 Total $187,200 ❑ Certification Not Required Director of Financial Services Date: Page 5 of 12 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: 4/17/2018 Legistar Item 18-0198 Agenda Item: Motion authorizing multiple amendments, and award of new contracts for Representative Services totaling $2,086,400 with optional renewals approved by City Council for providing Construction Inspection Staff Support for Engineering Services. 1. Freese and Nichols (David Marotta) $160,000 Amendment No. 1 2. Freese and Nichols (Harley Hampton) $158,400 Amendment No. 1 3. AGCM (Robert Munoz) $166,400 Contract 4. AGCM (Russell Soike) $187,200 Contract 5. AGCM (Manuel Hernandez) $187,200 Contract 6. AGCM (Bobby Barker) $187,200 Contract 7. AGCM (Marcus Garcia) $197,600 Contract 8. AGCM (George De La Cerda) $135,200 Contract 9. Heneco (Jordan Dartest) $156,000 Contract 10. Heneco (John Hinojosa) $197,600 Contract 11. Heneco (Louis Estopinal) $176,800 Contract 12. Heneco (Julian Pineda) $176,800 Contract AGCM Bobby Barker Contract Amount Required: $187,200 Fund Name Accounting Account Activity No. Amount Unit No. Storm Water 2015 4530-043 550910 E16247-01-4530-EXP 86,680 Street 2015 GO Bd 2014 3551-051 550910 E16247-01-3551-EXP 100,520 Total $187,200 ❑ Certification Not Required Director of Financial Services Date: Page 6 of 12 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: 4/17/2018 Legistar Item 18-0198 Agenda Item: Motion authorizing multiple amendments, and award of new contracts for Representative Services totaling $2,086,400 with optional renewals approved by City Council for providing Construction Inspection Staff Support for Engineering Services. 1. Freese and Nichols (David Marotta) $160,000 Amendment No. 1 2. Freese and Nichols (Harley Hampton) $158,400 Amendment No. 1 3. AGCM (Robert Munoz) $166,400 Contract 4. AGCM (Russell Soike) $187,200 Contract 5. AGCM (Manuel Hernandez) $187,200 Contract 6. AGCM (Bobby Barker) $187,200 Contract 7. AGCM (Marcus Garcia) $197,600 Contract 8. AGCM (George De La Cerda) $135,200 Contract 9. Heneco (Jordan Dartest) $156,000 Contract 10. Heneco (John Hinojosa) $197,600 Contract 11. Heneco (Louis Estopinal) $176,800 Contract 12. Heneco (Julian Pineda) $176,800 Contract AGCM Marcus Garcia Contract Amount Required: $197,600.00 Fund Name Accounting Account No. Activity No. Amount Unit Water Capital Reserve 4480-041 550910 E16247-01-4480-EXP 197,600 Total $197,600 ❑ Certification Not Required Director of Financial Services Date: Page 7 of 12 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: 4/17/2018 Legistar Item 18-0198 Agenda Item: Motion authorizing multiple amendments, and award of new contracts for Representative Services totaling $2,086,400 with optional renewals approved by City Council for providing Construction Inspection Staff Support for Engineering Services. 1. Freese and Nichols (David Marotta) $160,000 Amendment No. 1 2. Freese and Nichols (Harley Hampton) $158,400 Amendment No. 1 3. AGCM (Robert Munoz) $166,400 Contract 4. AGCM (Russell Soike) $187,200 Contract 5. AGCM (Manuel Hernandez) $187,200 Contract 6. AGCM (Bobby Barker) $187,200 Contract 7. AGCM (Marcus Garcia) $197,600 Contract 8. AGCM (George De La Cerda) $135,200 Contract 9. Heneco (Jordan Dartest) $156,000 Contract 10. Heneco (John Hinojosa) $197,600 Contract 11. Heneco (Louis Estopinal) $176,800 Contract 12. Heneco (Julian Pineda) $176,800 Contract AGCM George De La Cerda Contract Amount Required: $135,200.00 Fund Name Accounting Unit Accoount Activity No. Amount Wastewater 2012B 4249-042 550910 E16247-01-4249-EXP 61,480 General Fund 1020-70002-533 550910 H17011-01-1020-EXP 2,587 Storm Water 2015 4530-043 550910 E16247-01-4530-EXP 71,133 Total $135,200 ❑ Certification Not Required Director of Financial Services Date: Page 8 of 12 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: 4/17/2018 Legistar Item 18-0198 Agenda Item: Motion authorizing multiple amendments, and award of new contracts for Representative Services totaling $2,086,400 with optional renewals approved by City Council for providing Construction Inspection Staff Support for Engineering Services. 1. Freese and Nichols (David Marotta) $160,000 Amendment No. 1 2. Freese and Nichols (Harley Hampton) $158,400 Amendment No. 1 3. AGCM (Robert Munoz) $166,400 Contract 4. AGCM (Russell Soike) $187,200 Contract 5. AGCM (Manuel Hernandez) $187,200 Contract 6. AGCM (Bobby Barker) $187,200 Contract 7. AGCM (Marcus Garcia) $197,600 Contract 8. AGCM (George De La Cerda) $135,200 Contract 9. Heneco (Jordan Dartest) $156,000 Contract 10. Heneco (John Hinojosa) $197,600 Contract 11. Heneco (Louis Estopinal) $176,800 Contract 12. Heneco (Julian Pineda) $176,800 Contract Heneco Jordan Dartest Contract Amount Required: $156,000 Fund Name Accounting Unit Account No. Activity No. Amount Street 2015 GO Bd 2014 3551-051 550910 E16247-01-3551-EXP 117,780 Wastewater 2012B 4249-042 550910 E16247-01-4249-EXP 38,220 Total $156,000 ❑ Certification Not Required Director of Financial Services Date: Page 9 of 12 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: 4/17/2018 Legistar Item 18-0198 Agenda Item: Motion authorizing multiple amendments, and award of new contracts for Representative Services totaling $2,086,400 with optional renewals approved by City Council for providing Construction Inspection Staff Support for Engineering Services. 1. Freese and Nichols (David Marotta) $160,000 Amendment No. 1 2. Freese and Nichols (Harley Hampton) $158,400 Amendment No. 1 3. AGCM (Robert Munoz) $166,400 Contract 4. AGCM (Russell Soike) $187,200 Contract 5. AGCM (Manuel Hernandez) $187,200 Contract 6. AGCM (Bobby Barker) $187,200 Contract 7. AGCM (Marcus Garcia) $197,600 Contract 8. AGCM (George De La Cerda) $135,200 Contract 9. Heneco (Jordan Dartest) $156,000 Contract 10. Heneco (John Hinojosa) $197,600 Contract 11. Heneco (Louis Estopinal) $176,800 Contract 12. Heneco (Julian Pineda) $176,800 Contract Heneco John Hinojosa Contract Amount Required: $197,600 Fund Name Accounting Account Activity No. Amount Unit No. Wastewater 2012B 4249-042 550910 E16247-01-4249-EXP 197,600 Total $197,600 ❑ Certification Not Required Director of Financial Services Date: Page 10 of 12 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: 4/17/2018 Legistar Item 18-0198 Agenda Item: Motion authorizing multiple amendments, and award of new contracts for Representative Services totaling $2,086,400 with optional renewals approved by City Council for providing Construction Inspection Staff Support for Engineering Services. 1. Freese and Nichols (David Marotta) $160,000 Amendment No. 1 2. Freese and Nichols (Harley Hampton) $158,400 Amendment No. 1 3. AGCM (Robert Munoz) $166,400 Contract 4. AGCM (Russell Soike) $187,200 Contract 5. AGCM (Manuel Hernandez) $187,200 Contract 6. AGCM (Bobby Barker) $187,200 Contract 7. AGCM (Marcus Garcia) $197,600 Contract 8. AGCM (George De La Cerda) $135,200 Contract 9. Heneco (Jordan Dartest) $156,000 Contract 10. Heneco (John Hinojosa) $197,600 Contract 11. Heneco (Louis Estopinal) $176,800 Contract 12. Heneco (Julian Pineda) $176,800 Contract Heneco Louis Estopinal Contract Amount Required: $176,800.00 Fund Name Accounting Account No. Activity No. Amount Unit Wastewater 2012B 4249-042 550910 E16247-01-4249-EXP 176,800 Total $176,800 ❑ Certification Not Required Director of Financial Services Date: Page 11 of 12 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: 4/17/2018 Legistar Item 18-0198 Agenda Item: Motion authorizing multiple amendments, and award of new contracts for Representative Services totaling $2,086,400 with optional renewals approved by City Council for providing Construction Inspection Staff Support for Engineering Services. 1. Freese and Nichols (David Marotta) $160,000 Amendment No. 1 2. Freese and Nichols (Harley Hampton) $158,400 Amendment No. 1 3. AGCM (Robert Munoz) $166,400 Contract 4. AGCM (Russell Soike) $187,200 Contract 5. AGCM (Manuel Hernandez) $187,200 Contract 6. AGCM (Bobby Barker) $187,200 Contract 7. AGCM (Marcus Garcia) $197,600 Contract 8. AGCM (George De La Cerda) $135,200 Contract 9. Heneco (Jordan Dartest) $156,000 Contract 10. Heneco (John Hinojosa) $197,600 Contract 11. Heneco (Louis Estopinal) $176,800 Contract 12. Heneco (Julian Pineda) $176,800 Contract Heneco Julian Pineda Contract Amount Required: $176,800.00 Fund Name Accounting Unit Accoount Activity No. Amount Water Capital Reserve 4480-041 550910 E16247-01-4480-EXP 176,800 Total $176,800 ❑ Certification Not Required Director of Financial Services Date: Page 12 of 12 CITY OF CORPUS CHRISTI AMENDMENT NO. 1 CONTRACT FOR REPRESENTATIVE SERVICES 17102A Construction Inspection Staff Augmentation (David Marotta) 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 Freese and Nichols, a Texas corporation, 800 N. Shoreline Boulevard, Suite 1600N, Corpus Christi, Nueces County, Texas 78401 , (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES ...................................................................2 ARTICLE II QUALITY ASSURANCE ..................................................................3 ARTICLE III COMPENSATION----------------------------------------------------------------------------3 ARTICLE IV TIME AND PERIOD OF SERVICE ..................................................4 ARTICLE V INSURANCE REQUIREMENTS......................................................5 ARTICLE VI INDEMNIFICATION.........................................................................5 ARTICLE VII TERMINATION OF AGREEMENT ..................................................6 ARTICLE VIII RIGHT OF REVIEW AND AUDIT....................................................6 ARTICLE IX OWNER REMEDIES -----------------------------------------------------------------------7 ARTICLE X CONSULTANT REMEDIES.............................................................7 ARTICLE XI CLAIMS AND DISPUTE RESOLUTION ..........................................7 ARTICLE XII MISCELLANEOUS PROVISIONS ...................................................9 EXHIBITS Page 1 Rev.07/16 K:\ENGINEERING DATAEXCHANGE\VELMAP\ENGINEERING SERVICES DEPARTMENT\CONSTRUCTION INSPECTION STAFF AUGMENTATION--RFP NO.2017-02\FREESE NICHOLS DAVID MAROTTA\2 LARGE AMENDMENT NO.1\2017-01-31 CONTRACT REPRESENTATIVE SERVICES AMENDMENT NO.1.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 XII of this Agreement. 1.2 Consultant shall comply with City standards, as specified in the Unified Development Code(UDC)or Code of Ordinances at the time of the execution of the contract,throughout the duration of the Project, unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the%of work performed by subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant shall conduct all services in a manner to avoid delaying the progress of the construction work. 1.6 Consultant will conduct on-site observations of contractor's work in progress, materials and equipment to assist City and design consultants in determining if the work is in general proceeding in accordance with construction documents. Consultant shall not supervise, direct or have control over contractor's work nor shall Consultant have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected or used by any contractor, for security or safety at the Site, for safety precautions and programs incident to any contractor's work in progress or for any failure of a contractor to comply with laws and regulations applicable to such contractor's performing and furnishing of its work. The Consultant neither guarantees the performances of any contractor nor assumes responsibility for contractor's failure to furnish and perform the work in accordance with the construction documents. 1.7 Consultant shall notify the contractor and City if a construction deficiency is noted during observations. Consultant will advise the City of Consultant's opinion regarding the deficiency and the appropriate action but only the City can initiate any stop work orders or other penalties relating to the noted deficiency. The Consultant shall note the deficiency and action taken in the daily report. 1.8 Consultant shall notify the City of any design conflicts requiring a change to the construction contract or construction documents and will assist the City with resolution of the conflict. Consultant will consider and evaluate contractor's suggestions for modification to the construction documents and report such suggestions to the City. 1.9 Consultant shall review applications for payment with contractor for compliance with the established procedure for their submission and forward with recommendations to City and design consultant, noting particularly the relationship of payment requested to the schedule of values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work. 1.10 Consultant will assist in the scheduling of construction testing and system start-ups either on behalf of the City or through the contractor as may be required in the construction documents. Consultant will witness on-site testing, review the results of the tests and notify the City of test results that do not meet the minimum requirements Page 2 Rev.07/16 K:\ENGINEERING DATAEXCHANGE\VELMAP\ENGINEERING SERVICES DEPARTMENT\CONSTRUCTION INSPECTION STAFF AUGMENTATION--RFP NO.2017-02\FREESE NICHOLS DAVID MAROTTA\2 LARGE AMENDMENT NO.1\2017-01-31 CONTRACT REPRESENTATIVE SERVICES AMENDMENT NO.1.DOC of the construction documents. Consultant will observe, record and report to the City and design consultants appropriate details relative to the test procedures and system start-ups. 1.11 Consultant shall summarize construction observations reports in a log after each site visit in the format requested by the City. Reports shall include weather, site conditions, general observations, contractor's activities, data relative to questions of change orders,field orders,work change directives,field conditions or decisions made. 1.12 Consultant will attend meetings with the City, design consultants and contractor, such as pre-construction conferences, progress meetings,job conferences and other project related meetings as requested by the City. 1.13 Consultant will participate in site visits with the City, design consultants and contractor to determine substantial completion, and assist in determination of substantial completion and preparation of lists of items to be completed or corrected. Consultant will participate in a final site visit with the City, design consultants and contractor and assist in preparation of a final list of items to be completed and deficiencies to be remedied. Consultant will assist the City in determining whether all items on the final list have been completed or corrected and make recommendations to the City and design consultants concerning final acceptance. 1.14 Consultant shall not: 1.14.1 Authorize any deviation from the construction documents or substitution of materials or equipment (including "or-equal" items). 1.14.2 Undertake any of the responsibilities of contractor, subcontractors or suppliers. 1.14.3 Advise on, issue directives relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of contractor's work. 1.14.4 Advise on, issue directions regarding or assume control over security or safety practices, precautions,traffic controls, erosion controls or any programs in connection with the activities or operations of contractor. ARTICLE II — QUALITY ASSURANCE 2.1 The Consultant agrees to perform quality assurance inspection services. The City reserves the right to retain a separate consultant to perform additional services for the City. 2.2 The Consultant will perform quality assurance inspection services during the Project to ensure the Work satisfies applicable industry quality standards and meet the requirements of the Project scope. 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 $160,000 for a total restated fee not to exceed $208,000. 3.2 The Consultant's fee will be on a 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. 3.3 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 a task requested requires an additional fee. Page 3 Rev.07/16 K:\ENGINEERING DATAEXCHANGE\VELMAP\ENGINEERING SERVICES DEPARTMENT\CONSTRUCTION INSPECTION STAFF AUGMENTATION--RFP NO.2017-02\FREESE NICHOLS DAVID MAROTTA\2 LARGE AMENDMENT NO.1\2017-01-31 CONTRACT REPRESENTATIVE SERVICES AMENDMENT NO.1.DOC 3.4 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. The invoice shall include documentation that shows who worked on the Project,the number of hours that each individual worked and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices. 3.5 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. 3.6 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." 3.7 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: 3.7.1 delays in the performance of Consultant's work; 3.7.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.7.3 damage to City; or 3.7.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.8 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. 3.9 In the event of any dispute(s) between the Parties 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. 3.10 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. 3.11 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. ARTICLE IV—TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 This service shall be for a period of 40-weeks beginning on the Effective Date, for a total of 12-months. T49 Page 4 Rev.07/16 K:\ENGINEERING DATAEXCHANGE\VELMAP\ENGINEERING SERVICES DEPARTMENT\CONSTRUCTION INSPECTION STAFF AUGMENTATION--RFP NO.2017-02\FREESE NICHOLS DAVID MAROTTA\2 LARGE AMENDMENT NO.1\2017-01-31 CONTRACT REPRESENTATIVE SERVICES AMENDMENT NO.1.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 three business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. ARTICLE V— INSURANCE REQUIREMENTS 5.1 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. 5.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VI — 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 cost. 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 5 Rev.07/16 K:\ENGINEERING DATAEXCHANGE\VELMAP\ENGINEERING SERVICES DEPARTMENT\CONSTRUCTION INSPECTION STAFF AUGMENTATION--RFP NO.2017-02\FREESE NICHOLS DAVID MAROTTA\2 LARGEAMENDMENT NO.1\2017-01-31 CONTRACT REPRESENTATIVE SERVICES AMENDMENT NO.1.DOC 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. 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. 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. Page 6 Rev.07/16 K:\ENGINEERING DATAEXCHANGE\VELMAP\ENGINEERING SERVICES DEPARTMENT\CONSTRUCTION INSPECTION STAFF AUGMENTATION--RFP NO.2017-02\FREESE NICHOLS DAVID MAROTTA\2 LARGE AMENDMENT NO.1\2017-01-31 CONTRACT REPRESENTATIVE SERVICES AMENDMENT NO.1.DOC 8.2 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. 8.3 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. 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 Losses that are incurred because of errors and/or omissions in 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. 9.2 The City may withhold or nullify the whole or part of any payment as detailed in Article III. 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 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 10.3 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 Page 7 Rev.07/16 K:\ENGINEERING DATAEXCHANGE\VELMAP\ENGINEERING SERVICES DEPARTMENT\CONSTRUCTION INSPECTION STAFF AUGMENTATION--RFP NO.2017-02\FREESE NICHOLS DAVID MAROTTA\2 LARGE AMENDMENT NO.1\2017-01-31 CONTRACT REPRESENTATIVE SERVICES AMENDMENT NO.1.DOC (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 Mediation. 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 Mediation 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,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. 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 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. 11.3 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: Page 8 Rev.07/16 K:\ENGINEERING DATAEXCHANGE\VELMAP\ENGINEERING SERVICES DEPARTMENT\CONSTRUCTION INSPECTION STAFF AUGMENTATION--RFP NO.2017-02\FREESE NICHOLS DAVID MAROTTA\2 LARGE AMENDMENT NO.1\2017-01-31 CONTRACT REPRESENTATIVE SERVICES AMENDMENT NO.1.DOC 11.3.1 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; 11.3.2 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. 11.4 1 n 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. Both Parties expressly waive their right to a trial by jury. 11.5 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT,WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. ARTICLE 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 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 em ployment, 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 by the City,without specific written verification or adaptation by Consultant, shall be at City's sole risk and without liability or legal exposure to Consultant. 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 professionals practicing under the same or similar circumstances; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent inspector. 12.4 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 12.5 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. 12.6 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. Page 9 Rev.07/16 K:\ENGINEERING DATAEXCHANGE\VELMAP\ENGINEERING SERVICES DEPARTMENT\CONSTRUCTION INSPECTION STAFF AUGMENTATION--RFP NO.2017-02\FREESE NICHOLS DAVID MAROTTA\2 LARGE AMENDMENT NO.1\2017-01-31 CONTRACT REPRESENTATIVE SERVICES AMENDMENT NO.1.DOC 12.7 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, and attach the Form 1295 as Exhibit E. Form 1295 requires disclosure of "interested parties" with respect to entities that enter into contracts with cities that exceed $50,000. These interested parties include: (1) persons with a "controlling interest' in the entity, which includes: a. an ownership interest or participating interest in a business entity by virtue of units, percentage,shares, stock or otherwise that exceeds 10 percent; b. membership on the board of directors or other governing body of a business entity of which the board or other governing body is composed of not more than 10 members; or c. service as an officer of a business entity that has four or fewer officers, or service as one of the four officers most highly compensated by a business entity that has more than four officers; or (2) a person who actively participates in facilitating a contract or negotiating the terms of a contract with a governmental entity or state agency, including a broker, intermediary, adviser or attorney for the business entity. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm. The form must then be printed, signed, notarized and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html. 12.8 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code,to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/govern ment/city-secretary/conflict-disclosure/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. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 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, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with this Agreement,this Agreement shall take precedence and control to resolve said conflict. Page 10 Rev.07/16 K:\ENGINEERING DATAEXCHANGE\VELMAP\ENGINEERING SERVICES DEPARTMENT\CONSTRUCTION INSPECTION STAFF AUGMENTATION--RFP NO.2017-02\FREESE NICHOLS DAVID MAROTTA\2 LARGE AMENDMENT NO.1\2017-01-31 CONTRACT REPRESENTATIVE SERVICES AMENDMENT NO.1.DOC CITY OF CORPUS CHRISTI FREESND NICHOLS �. 2 .S'. ! Jeff H. Edmonds, P. E. Date Ron Guzman, P. E. Date Director of Engineering Services Vice President/Principal 800 N. Shoreline Boulevard, 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 City Secretary Date Page 11 Rev.07/16 K\ENGINEERING DATAEXCHANGMVELMAP%ENGINEERING SERVICES DEPARTMENT\CONSTRUCTION INSPECTION STAFF AUGMENTATION-RFP NO 2017-02TREESE NICHOLS DAVID MAROTTAI2 LARGE AMENDMENT NO 12017-01-31 CONTRACT REPRESENTATIVE SERVICES AMENDMENT NO 1 DOC Construction Inspection Staff Augmentation (David Marotta) [RFP No. 2017-02] Project Number 17102A Amendment No. 1 Fund Name Accounting Unit Account No. Activity No. Amount Storm Water 2015 4530-043 550910 E16247-01-4530-EXP $93,600 Street 2015 GO Bd 2014 3551-051 550910 E16247-01-3551-EXP 66,400 Total $160,000 FREESEInnovative approaches Practical results rm'AICHOLS Outstanding service 800 N.Shoreline Blvd.,Suite 160ON • Corpus Christi,Texas 78401 • 361-561-6500 • fax 361-561-6501 www.freese.com February 5, 2018 City of Corpus Christi Attn: Jeff Edmonds, P.E. Dept. of Engineering Services P.O. Box 9277 Corpus Christi,Texas 78469-9277 Re: PROPOSAL FOR CONSTRUCTION INSPECTION STAFF AUGMENTATION —RFP 2017-02— AMENDMENT#1 DAVID MAROTTA—PROJECT NO. E15107 AND OTHER STREET PROJECTS Dear Mr. Edmonds: Thank you for this opportunity for Freese and Nichols (FNI)to provide our services to the City of Corpus Christi on the above referenced contract. FNI proposes to provide the following inspectors on a full-time basis for a period of 40 weeks (starting on or about March 28, 2018) at the corresponding rate and Not to Exceed (NTE)amount for the Construction Inspection Staff Augmentation per the terms disclosed in RFP No. 2017-02: David Marotta $100/hr NTE - $160,000.00 It is our understanding that David will be assigned to street projects or as otherwise directed by the City of Corpus Christi. Execution of the Original Contract and this Amendment No. 1 will provide 12 months of inspection services to be provided by David. We appreciate the City of Corpus Christi and look forward to future opportunities to provide our services. Sincerely, Chris Jones Ron Guzman Associate/Construction Services Group Manager Vice President/Principal cc: John New— FNI Central Texas Division Manager AMEND. NO. 1 Exhibit "A" Page 1 of 1 EXHIBIT B PAYMENT REQUEST COMPLETE PROJECT NAME Project No.XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Current Previous Total Remaining Percent Inspection Services: Contract Amd No. 1 Amd No.2 Contract Invoice Invoice Invoice Balance Complete Consultant Fees $49,400.00 $0.001 $0.00 $49,400.00 $5,200.00 $0.00 $5,200.00 $44,200.00 10.5% Hours @$65/hr(John Doe) 760.00 0.001 0.001 760.00 80.00 0.00 80.00 680.00 10.5% Notes: If needed, update this sample form based on the contract requirements. EXHIBIT"B" If applicable, refer to the contract for information on what to include with time and materials(T&M). Page 1 of 1 EXHIBIT C Insurance Requirements Staff Augmentation 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. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements Commercial General Liability including: $1,000,000 Per Occurrence 1. 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 Contract for Professional Services WORKERS' COMPENSATION Statutory (All States Endorsement if Company is not domiciled in Texas) Employer's Liability $500,000 /$500,000 /$500,000 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 Applicable for paid employees, Consultant must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Consultant will be promptly met. An All States Endorsement shall be required if Consultant is not domiciled in the State of Texas. 1.5 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.6 Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.7 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.7.1 List the City and its officers, officials, employees and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers'compensation policy; Contract for Professional Services 1.7.2 Provide for an endorsement that the"other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; 1.7.3 Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and 1.7.4 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. 1.8 Within five (5) calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1 .9 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.10 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.11 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1 .12 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 SUPPLIER NUMBER ■�1 TO BE ASSIGNED BY CITY PURCHASING DIVISION City 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 definitions. COMPANY NAME: City of Corpus Christi P. O.BOX: P. O.Box 9277 STREET ADDRESS: 1201 Leopard Street CITY: Corpus Christi ZIP: 78401- 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 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: Ron Guzman,P.E. Title: Vice President/Principal (Type or Print) Signature of Certifying &4; Date: 1/26/2018 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 FORM 1295 CERTIFICATE OF INTERESTED PARTIES Contract for Professional Services CITY OF CORPUS CHRISTI AMENDMENT NO. 1 CONTRACT FOR REPRESENTATIVE SERVICES 17102A Construction Inspection Staff Augmentation (Harley Hampton) 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 Freese and Nichols, a Texas corporation, 800 N. Shoreline Boulevard, Suite 1600N, Corpus Christi, Nueces County, Texas 78401 , (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES ...................................................................2 ARTICLE II QUALITY ASSURANCE ..................................................................3 ARTICLE III COMPENSATION----------------------------------------------------------------------------3 ARTICLE IV TIME AND PERIOD OF SERVICE ..................................................4 ARTICLE V INSURANCE REQUIREMENTS......................................................5 ARTICLE VI INDEMNIFICATION.........................................................................5 ARTICLE VII TERMINATION OF AGREEMENT ..................................................6 ARTICLE VIII RIGHT OF REVIEW AND AUDIT....................................................6 ARTICLE IX OWNER REMEDIES -----------------------------------------------------------------------7 ARTICLE X CONSULTANT REMEDIES.............................................................7 ARTICLE XI CLAIMS AND DISPUTE RESOLUTION ..........................................7 ARTICLE XII MISCELLANEOUS PROVISIONS ...................................................9 EXHIBITS Page 1 Rev.07/16 K:\ENGINEERING DATAEXCHANGE\VELMAP\ENGINEERING SERVICES DEPARTMENT\CONSTRUCTION INSPECTION STAFF AUGMENTATION--RFP NO.2017-02\FREESE NICHOLS HARLEY HAMPTON\2 LARGE AMENDMENT NO.1\2017-01-31 CONTRACT REPRESENTATIVE SERVICES AMENDMENT NO.1.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 XII of this Agreement. 1.2 Consultant shall comply with City standards, as specified in the Unified Development Code(UDC)or Code of Ordinances at the time of the execution of the contract,throughout the duration of the Project, unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the%of work performed by subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant shall conduct all services in a manner to avoid delaying the progress of the construction work. 1.6 Consultant will conduct on-site observations of contractor's work in progress, materials and equipment to assist City and design consultants in determining if the work is in general proceeding in accordance with construction documents. Consultant shall not supervise, direct or have control over contractor's work nor shall Consultant have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected or used by any contractor, for security or safety at the Site, for safety precautions and programs incident to any contractor's work in progress or for any failure of a contractor to comply with laws and regulations applicable to such contractor's performing and furnishing of its work. The Consultant neither guarantees the performances of any contractor nor assumes responsibility for contractor's failure to furnish and perform the work in accordance with the construction documents. 1.7 Consultant shall notify the contractor and City if a construction deficiency is noted during observations. Consultant will advise the City of Consultant's opinion regarding the deficiency and the appropriate action but only the City can initiate any stop work orders or other penalties relating to the noted deficiency. The Consultant shall note the deficiency and action taken in the daily report. 1.8 Consultant shall notify the City of any design conflicts requiring a change to the construction contract or construction documents and will assist the City with resolution of the conflict. Consultant will consider and evaluate contractor's suggestions for modification to the construction documents and report such suggestions to the City. 1.9 Consultant shall review applications for payment with contractor for compliance with the established procedure for their submission and forward with recommendations to City and design consultant, noting particularly the relationship of payment requested to the schedule of values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work. 1.10 Consultant will assist in the scheduling of construction testing and system start-ups either on behalf of the City or through the contractor as may be required in the construction documents. Consultant will witness on-site testing, review the results of the tests and notify the City of test results that do not meet the minimum requirements Page 2 Rev.07/16 K:\ENGINEERING DATAEXCHANGE\VELMAP\ENGINEERING SERVICES DEPARTMENT\CONSTRUCTION INSPECTION STAFF AUGMENTATION--RFP NO.2017-02\FREESE NICHOLS HARLEY HAMPTON\2 LARGE AMENDMENT NO.1\2017-01-31 CONTRACT REPRESENTATIVE SERVICES AMENDMENT NO.1.DOC of the construction documents. Consultant will observe, record and report to the City and design consultants appropriate details relative to the test procedures and system start-ups. 1.11 Consultant shall summarize construction observations reports in a log after each site visit in the format requested by the City. Reports shall include weather, site conditions, general observations, contractor's activities, data relative to questions of change orders,field orders,work change directives,field conditions or decisions made. 1.12 Consultant will attend meetings with the City, design consultants and contractor, such as pre-construction conferences, progress meetings,job conferences and other project related meetings as requested by the City. 1.13 Consultant will participate in site visits with the City, design consultants and contractor to determine substantial completion, and assist in determination of substantial completion and preparation of lists of items to be completed or corrected. Consultant will participate in a final site visit with the City, design consultants and contractor and assist in preparation of a final list of items to be completed and deficiencies to be remedied. Consultant will assist the City in determining whether all items on the final list have been completed or corrected and make recommendations to the City and design consultants concerning final acceptance. 1.14 Consultant shall not: 1.14.1 Authorize any deviation from the construction documents or substitution of materials or equipment (including "or-equal" items). 1.14.2 Undertake any of the responsibilities of contractor, subcontractors or suppliers. 1.14.3 Advise on, issue directives relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of contractor's work. 1.14.4 Advise on, issue directions regarding or assume control over security or safety practices, precautions,traffic controls, erosion controls or any programs in connection with the activities or operations of contractor. ARTICLE II — QUALITY ASSURANCE 2.1 The Consultant agrees to perform quality assurance inspection services. The City reserves the right to retain a separate consultant to perform additional services for the City. 2.2 The Consultant will perform quality assurance inspection services during the Project to ensure the Work satisfies applicable industry quality standards and meet the requirements of the Project scope. 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 $158,400 for a total restated fee not to exceed $205,920. 3.2 The Consultant's fee will be on a 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. 3.3 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 a task requested requires an additional fee. Page 3 Rev.07/16 K:\ENGINEERING DATAEXCHANGE\VELMAP\ENGINEERING SERVICES DEPARTMENT\CONSTRUCTION INSPECTION STAFF AUGMENTATION--RFP NO.2017-02\FREESE NICHOLS HARLEY HAMPTON\2 LARGE AMENDMENT NO.1\2017-01-31 CONTRACT REPRESENTATIVE SERVICES AMENDMENT NO.1.DOC 3.4 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. The invoice shall include documentation that shows who worked on the Project,the number of hours that each individual worked and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices. 3.5 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. 3.6 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." 3.7 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: 3.7.1 delays in the performance of Consultant's work; 3.7.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.7.3 damage to City; or 3.7.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.8 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. 3.9 In the event of any dispute(s) between the Parties 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. 3.10 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. 3.11 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. ARTICLE IV—TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 This service shall be for a period of 40-weeks beginning on the Effective Date,for a total of 12-months. The Agreement may be renewed for up to one 1 one-year renewal options upon mutual agreement of the parties to be Page 4 Rev.07/16 K:\ENGINEERING DATAEXCHANGE\VELMAP\ENGINEERING SERVICES DEPARTMENT\CONSTRUCTION INSPECTION STAFF AUGMENTATION--RFP NO.2017-02\FREESE NICHOLS HARLEY HAMPTON\2 LARGE AMENDMENT NO.1\2017-01-31 CONTRACT REPRESENTATIVE SERVICES AMENDMENT NO.1.DOC evidenced in writing prior to the expiration date of the prior term. Any renewals shall be at the same terms and conditions, plus any approved changes. 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within three business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. ARTICLE V— INSURANCE REQUIREMENTS 5.1 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. 5.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VI — 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 cost. 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 5 Rev.07/16 K:\ENGINEERING DATAEXCHANGE\VELMAP\ENGINEERING SERVICES DEPARTMENT\CONSTRUCTION INSPECTION STAFF AUGMENTATION--RFP NO.2017-02\FREESE NICHOLS HARLEY HAMPTON\2 LARGE AMENDMENT NO.1\2017-01-31 CONTRACT REPRESENTATIVE SERVICES AMENDMENT NO.1.DOC 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. 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. 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. Page 6 Rev.07/16 K:\ENGINEERING DATAEXCHANGE\VELMAP\ENGINEERING SERVICES DEPARTMENT\CONSTRUCTION INSPECTION STAFF AUGMENTATION--RFP NO.2017-02\FREESE NICHOLS HARLEY HAMPTON\2 LARGE AMENDMENT NO.1\2017-01-31 CONTRACT REPRESENTATIVE SERVICES AMENDMENT NO.1.DOC 8.2 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. 8.3 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. 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 Losses that are incurred because of errors and/or omissions in 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. 9.2 The City may withhold or nullify the whole or part of any payment as detailed in Article III. 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 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 10.3 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 Page 7 Rev.07/16 K:\ENGINEERING DATAEXCHANGE\VELMAP\ENGINEERING SERVICES DEPARTMENT\CONSTRUCTION INSPECTION STAFF AUGMENTATION--RFP NO.2017-02\FREESE NICHOLS HARLEY HAMPTON\2 LARGE AMENDMENT NO.1\2017-01-31 CONTRACT REPRESENTATIVE SERVICES AMENDMENT NO.1.DOC (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 Mediation. 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 Mediation 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,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. 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 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. 11.3 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: Page 8 Rev.07/16 K:\ENGINEERING DATAEXCHANGE\VELMAP\ENGINEERING SERVICES DEPARTMENT\CONSTRUCTION INSPECTION STAFF AUGMENTATION--RFP NO.2017-02\FREESE NICHOLS HARLEY HAMPTON\2 LARGE AMENDMENT NO.1\2017-01-31 CONTRACT REPRESENTATIVE SERVICES AMENDMENT NO.1.DOC 11.3.1 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; 11.3.2 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. 11.4 1 n 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. Both Parties expressly waive their right to a trial by jury. 11.5 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT,WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. ARTICLE 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 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. 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 by the City,without specific written verification or adaptation by Consultant, shall be at City's sole risk and without liability or legal exposure to Consultant. 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 professionals practicing under the same or similar circumstances; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent inspector. 12.4 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 12.5 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. 12.6 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. Page 9 Rev.07/16 K:\ENGINEERING DATAEXCHANGE\VELMAP\ENGINEERING SERVICES DEPARTMENT\CONSTRUCTION INSPECTION STAFF AUGMENTATION--RFP NO.2017-02\FREESE NICHOLS HARLEY HAMPTON\2 LARGE AMENDMENT NO.1\2017-01-31 CONTRACT REPRESENTATIVE SERVICES AMENDMENT NO.1.DOC 12.7 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, and attach the Form 1295 as Exhibit E. Form 1295 requires disclosure of "interested parties" with respect to entities that enter into contracts with cities that exceed $50,000. These interested parties include: (1) persons with a "controlling interest" in the entity, which includes: a. an ownership interest or participating interest in a business entity by virtue of units, percentage,shares, stock or otherwise that exceeds 10 percent; b. membership on the board of directors or other governing body of a business entity of which the board or other governing body is composed of not more than 10 members; or c. service as an officer of a business entity that has four or fewer officers, or service as one of the four officers most highly compensated by a business entity that has more than four officers; or (2) a person who actively participates in facilitating a contract or negotiating the terms of a contract with a governmental entity or state agency, including a broker, intermediary, adviser or attorney for the business entity. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm. The form must then be printed, signed, notarized and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html. 12.8 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/govern ment/city-secretary/conflict-disclosure/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. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 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, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with this Agreement,this Agreement shall take precedence and control to resolve said conflict. Page 10 Rev.07/16 K:\ENGINEERING DATAEXCHANGE\VELMAP\ENGINEERING SERVICES DEPARTMENT\CONSTRUCTION INSPECTION STAFF AUGMENTATION--RFP NO.2017-02\FREESE NICHOLS HARLEY HAMPTON\2 LARGE AMENDMENT NO.1\2017-01-31 CONTRACT REPRESENTATIVE SERVICES AMENDMENT NO.1.DOC CITY OF CORPUS CHRISTI FREES E ND NICHOLS 1L 2S• Jeff H. Edmonds, P. E. Date Ron G man, P. E. Date Director of Engineering Services Vice President/Principal 800 N. Shoreline Boulevard, 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 City Secretary Date Page 11 Rev.07/16 K\ENGINEERING DATAEXCHANGE\VELMAP\ENGINEERING SERVICES DEPARTMENT\CONSTRUCTION INSPECTION STAFF AUGMENTATION--RFP NO 2017-02\FREESE NICHOLS HARLEY HAMPTON\2 LARGE AMENDMENT NO 1\2017-01-31 CONTRACT REPRESENTATIVE SERVICES AMENDMENT NO 1 DOC Construction Inspection Staff Augmentation (Harley Hampton) [RFP No. 2017-02] Project Number 17102A Amendment No. 1 Fund Name Accounting Unit Account No. Activity No. Amount Wastewater 20126 4249-042 550910 E17029-01-4249-EXP $158,400 Total $158,400 FREESEInnovative approaches Practical results rm'AICHOLS Outstanding service 800 N.Shoreline Blvd.,Suite 160ON • Corpus Christi,Texas 78401 • 361-561-6500 • fax 361-561-6501 www.freese.com February 5, 2018 City of Corpus Christi Attn: Jeff Edmonds, P.E. Dept. of Engineering Services P.O. Box 9277 Corpus Christi,Texas 78469-9277 Re: PROPOSAL FOR CONSTRUCTION INSPECTION STAFF AUGMENTATION —RFP 2017-02— AMENDMENT#1 HARLEY HAMPTON— PROJECT NO. E17029 AND OTHER UTILITY PROJECTS Dear Mr. Edmonds: Thank you for this opportunity for Freese and Nichols (FNI)to provide our services to the City of Corpus Christi on the above referenced contract. FNI proposes to provide the following inspectors on a full-time basis for a period of 40 weeks (starting on or about April 9, 2018) at the corresponding rate and Not to Exceed (NTE) amount for the Construction Inspection Staff Augmentation per the terms disclosed in RFP No. 2017-02: Harley Hampton $99/hr NTE - $158,400.00 It is our understanding that Harley will be assigned to utility projects or as otherwise directed by the City of Corpus Christi. Execution of the Original Contract and this Amendment No. 1 will provide 12 months of inspection services to be provided by Harley. We appreciate the City of Corpus Christi and look forward to future opportunities to provide our services. Sincerely, Chris Jones Ron Guzman Associate/Construction Services Group Manager Vice President/Principal cc: John New— FNI Central Texas Division Manager AMEND. NO. 1 Exhibit "A" Page 1 of 1 EXHIBIT B PAYMENT REQUEST COMPLETE PROJECT NAME Project No.XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Current Previous Total Remaining Percent Inspection Services: Contract Amd No. 1 Amd No.2 Contract Invoice Invoice Invoice Balance Complete Consultant Fees $49,400.00 $0.001 $0.00 $49,400.00 $5,200.00 $0.00 $5,200.00 $44,200.00 10.5% Hours @$65/hr(John Doe) 760.00 0.001 0.001 760.00 80.00 0.00 80.00 680.00 10.5% Notes: If needed, update this sample form based on the contract requirements. EXHIBIT"B" If applicable, refer to the contract for information on what to include with time and materials(T&M). Page 1 of 1 EXHIBIT C Insurance Requirements Staff Augmentation 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. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements Commercial General Liability including: $1,000,000 Per Occurrence 1. 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 Contract for Professional Services WORKERS' COMPENSATION Statutory (All States Endorsement if Company is not domiciled in Texas) Employer's Liability $500,000 /$500,000 /$500,000 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 Applicable for paid employees, Consultant must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Consultant will be promptly met. An All States Endorsement shall be required if Consultant is not domiciled in the State of Texas. 1.5 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.6 Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.7 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.7.1 List the City and its officers, officials, employees and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers'compensation policy; Contract for Professional Services 1.7.2 Provide for an endorsement that the"other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; 1.7.3 Workers'compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and 1.7.4 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. 1.8 Within five (5) calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1 .9 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.10 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.11 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1 .12 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 SUPPLIER NUMBER ■�1 TO BE ASSIGNED BY CITY PURCHASING DIVISION City 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 definitions. COMPANY NAME: City of Corpus Christi P. O.BOX: P. O.Box 9277 STREET ADDRESS: 1201 Leopard Street CITY: Corpus Christi ZIP: 78401- 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 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: Ron Guzman,P.E. Title: Vice President/Principal (Type or Print) Signature of Certifying &4; Date: 1/26/2018 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 FORM 1295 CERTIFICATE OF INTERESTED PARTIES Contract for Professional Services CITY OF CORPUS CHRISTI CONTRACT FOR REPRESENTATIVE SERVICES 18073A Construction Inspection Staff Augmentation (Robert Munoz) RFP No. 2018-02 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 ALCM, Inc., a Texas corporation, 1101 Ocean Drive, Corpus Christi, Nueces County, Texas 78404, (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES ...................................................................2 ARTICLE II QUALITY ASSURANCE ..................................................................3 ARTICLE III COMPENSATION............................................................................3 ARTICLE IV TIME AND PERIOD OF SERVICE ..................................................4 ARTICLE V INSURANCE REQUIREMENTS......................................................5 ARTICLE VI INDEMNIFICATION.........................................................................5 ARTICLE VII TERMINATION OF AGREEMENT ..................................................6 ARTICLE VIII RIGHT OF REVIEW AND AUDIT....................................................6 ARTICLE IX OWNER REMEDIES .......................................................................7 ARTICLE X CONSULTANT REMEDIES.............................................................7 ARTICLE XI CLAIMS AND DISPUTE RESOLUTION ..........................................7 ARTICLE XII MISCELLANEOUS PROVISIONS ...................................................9 EXHIBITS 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 XII of this Agreement. 1.2 Consultant shall comply with City standards, as specified in the Unified Development Code(UDC)or Code of Ordinances at the time of the execution of the contract,throughout the duration of the Project, unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the%of work performed by subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant shall conduct all services in a manner to avoid delaying the progress of the construction work. 1.6 Consultant will conduct on-site observations of contractor's work in progress, materials and equipment to assist City and design consultants in determining if the work is in general proceeding in accordance with construction documents. Consultant shall not supervise, direct or have control over contractor's work nor shall Consultant have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected or used by any contractor, for security or safety at the Site, for safety precautions and programs incident to any contractor's work in progress or for any failure of a contractor to comply with laws and regulations applicable to such contractor's performing and furnishing of its work. The Consultant neither guarantees the performances of any contractor nor assumes responsibility for contractor's failure to furnish and perform the work in accordance with the construction documents. 1.7 Consultant shall notify the contractor and City if a construction deficiency is noted during observations. Consultant will advise the City of Consultant's opinion regarding the deficiency and the appropriate action but only the City can initiate any stop work orders or other penalties relating to the noted deficiency. The Consultant shall note the deficiency and action taken in the daily report. 1.8 Consultant shall notify the City of any design conflicts requiring a change to the construction contract or construction documents and will assist the City with resolution of the conflict. Consultant will consider and evaluate contractor's suggestions for modification to the construction documents and report such suggestions to the City. 1.9 Consultant shall review applications for payment with contractor for compliance with the established procedure for their submission and forward with recommendations to City and design consultant, noting particularly the relationship of payment requested to the schedule of values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work. 1.10 Consultant will assist in the scheduling of construction testing and system start-ups either on behalf of the City or through the contractor as may be required in the construction documents. Consultant will witness on-site testing, review the results of the tests and notify the City of test results that do not meet the minimum requirements of the construction documents. Consultant will observe, record and report to the City and design consultants appropriate details relative to the test procedures and system start-ups. 1.11 Consultant shall summarize construction observations reports in a log after each site visit in the format requested by the City. Reports shall include weather, site conditions, general observations, contractor's activities, data relative to questions of change orders, field orders,work change directives,field conditions or decisions made. 1.12 Consultant will attend meetings with the City, design consultants and contractor, such as pre-construction conferences, progress meetings, job conferences and other project related meetings as requested by the City. 1.13 Consultant will participate in site visits with the City, design consultants and contractor to determine substantial completion, and assist in determination of substantial completion and preparation of lists of items to be completed or corrected. Consultant will participate in a final site visit with the City, design consultants and contractor and assist in preparation of a final list of items to be completed and deficiencies to be remedied. Consultant will assist the City in determining whether all items on the final list have been completed or corrected and make recommendations to the City and design consultants concerning final acceptance. 1.14 Consultant shall not: 1.14.1 Authorize any deviation from the construction documents or substitution of materials or equipment (including "or-equal" items). 1.14.2 Undertake any of the responsibilities of contractor, subcontractors or suppliers. 1.14.3 Advise on, issue directives relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of contractor's work. 1.14.4 Advise on, issue directions regarding or assume control over security or safety practices, precautions,traffic controls, erosion controls or any programs in connection with the activities or operations of contractor. ARTICLE II — QUALITY ASSURANCE 2.1 The Consultant agrees to perform quality assurance inspection services. The City reserves the right to retain a separate consultant to perform additional services for the City. 2.2 The Consultant will perform quality assurance inspection services during the Project to ensure the Work satisfies applicable industry quality standards and meet the requirements of the Project scope. 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 $166,400. 3.2 The Consultant's fee will be on a 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. 3.3 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 a task requested requires an additional fee. 3.4 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. The invoice shall include documentation that shows who worked on the Project,the number of hours that each individual worked and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices. 3.5 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. 3.6 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." 3.7 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: 3.7.1 delays in the performance of Consultant's work; 3.7.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.7.3 damage to City; or 3.7.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.8 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. 3.9 In the event of any dispute(s) between the Parties 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. 3.10 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. 3.11 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. ARTICLE IV—TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 This service shall be for a period of one year beginning on the Effective Date. The Agreement may be renewed for up to two (2) six-months renewal options upon mutual agreement of the parties to be evidenced in writing prior to the expiration date of the prior term. Any renewals shall be at the same terms and conditions, plus any approved changes. 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within three business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. ARTICLE V— INSURANCE REQUIREMENTS 5.1 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. 5.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VI — 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 cost. 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 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. 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. 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 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. 8.3 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. 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 Losses that are incurred because of errors and/or omissions in 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. 9.2 The City may withhold or nullify the whole or part of any payment as detailed in Article III. 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 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 10.3 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 Mediation. 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 Mediation 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,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. 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 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. 11.3 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: 11.3.1 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; 11.3.2 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. 11.4 1 n 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. Both Parties expressly waive their right to a trial by jury. 11.5 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT,WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. ARTICLE 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 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. 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 by the City,without specific written verification or adaptation by Consultant, shall be at City's sole risk and without liability or legal exposure to Consultant. 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 professionals practicing under the same or similar circumstances; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent inspector. 12.4 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 12.5 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. 12.6 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. 12.7 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, and attach the Form 1295 as Exhibit E. Form 1295 requires disclosure of "interested parties" with respect to entities that enter into contracts with cities that exceed $50,000. These interested parties include: (1) persons with a "controlling interest" in the entity, which includes: a. an ownership interest or participating interest in a business entity by virtue of units, percentage,shares, stock or otherwise that exceeds 10 percent; b. membership on the board of directors or other governing body of a business entity of which the board or other governing body is composed of not more than 10 members; or c. service as an officer of a business entity that has four or fewer officers, or service as one of the four officers most highly compensated by a business entity that has more than four officers; or (2) a person who actively participates in facilitating a contract or negotiating the terms of a contract with a governmental entity or state agency, including a broker, intermediary, adviser or attorney for the business entity. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf_info_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, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/govern ment/city-secretary/conflict-disclosure/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. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 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, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with this Agreement,this Agreement shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI AGCM 3/13/2018 Jeff H. Edmonds, P. E. Date NathanS inne , Date Director of Engineering Services Vice Pr ident - So Texas Region 1101 Ocean Drive Corpus Christi, TX 78404 APPROVED AS TO LEGAL FORM (361) 882-0469 Office (361) 884-9358 Fax nswinney@agcm.com Assistant City Attorney Date ATTEST City Secretary Date Construction Inspection Staff Augmentation (Robert Munoz) [RFP No. 2018-02] Project Number 18073A Contract for Representative Services Fund Name Accounting Unit Account No. Activity No. Amount Street Fund 1041-12415-051 530000 $55,467 Street 2017 GO Bd 16 3554-051 550910 E16247-01-3554-EXP 110,933 Total $166,400 CORPUS CHRISTI 1101 Ocean Drive(78404) AGCM PO Box 2682 Corpus Christi,TX 78403 INC. Ofc 3611882-0469 Fax 3611884-9358 www.agcm.com March 5,2018 City of Corpus Christi Attu. Jeff Edmonds, P.E., Director of Engineering Services Dept.of Engineering Services P.O. Box 9277 Corpus Christi,TX 78469-9277 SUBJECT: PROPOSAL FOR CONSTRUCTION INSPECTION STAFF AUGMENTATION ROBERT MUNOZ—RFP 2018-02 Dear Jeff: Thank you for the opportunity to propose. We are excited to have the potential to continue our service to the City and will continue supporting the City to the standards you are accustomed to. AGI CM proposes to provide the subject personnel on a full-time basis for a 12(twelve)month period,with two optional 6(six)month renewals,at the corresponding rates and Not to Exceed(NTE)amounts: 12 Months $80/HR NTE- $166,400 Optional Renewal 1 (6 Months) $80/HR NTE- $83,200 Optional Renewal 2 (6 Months) $80/HR NTE- $83,200 It is our understanding that he will be assigned to Streets Projects. AGICM will provide these services to the level of professionalism you have previously experienced with our personnel. Thank you again for this opportunity and we look forward to continuing the success of City of Corpus Christi. SincerelKinne , N anCCM ice PTexas Region l�l�'1C1C1 Exhibit A Page 1 of 1 EXHIBIT B PAYMENT REQUEST COMPLETE PROJECT NAME Project No.XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Current Previous Total Remaining Percent Inspection Services: Contract Amd No. 1 Amd No.2 Contract Invoice Invoice Invoice Balance Complete Consultant Fees $49,400.00 $0.001 $0.00 $49,400.00 $5,200.00 $0.00 $5,200.00 $44,200.00 10.5% Hours @$65/hr(John Doe) 760.00 0.001 0.001 760.00 80.00 0.00 80.00 680.00 10.5% Notes: If needed, update this sample form based on the contract requirements. EXHIBIT"B" If applicable, refer to the contract for information on what to include with time and materials(T&M). Page 1 of 1 EXHIBIT C Insurance Requirements Staff Augmentation 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. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements Commercial General Liability including: $1,000,000 Per Occurrence 1. 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 Contract for Professional Services WORKERS' COMPENSATION Statutory (All States Endorsement if Company is not domiciled in Texas) Employer's Liability $500,000 /$500,000 /$500,000 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 Applicable for paid employees, Consultant must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Consultant will be promptly met. An All States Endorsement shall be required if Consultant is not domiciled in the State of Texas. 1.5 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.6 Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.7 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.7.1 List the City and its officers, officials, employees and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers'compensation policy; Contract for Professional Services 1.7.2 Provide for an endorsement that the"other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; 1.7.3 Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and 1.7.4 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. 1.8 Within five (5) calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1 .9 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.10 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.11 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1 .12 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 SUPPLIER NUMBER TO BE ASSIGNED BYCITV-- PURCHASING DIVISION EXHIBIT "D" City of CITY OF CORPUS CHRISTI Cornus Chnsti 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: AGICM,Inc. P.O.BOX: P O Box 2682 STREET_ADDRESS: 1101 Ocean Drive CITY: Corpus Christi ZIP: 78403- FIRM IS: 1. Corporation ® 1 Partnership B 3. Sole Owner ❑ 4. Association �. Other DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest"constituting 3%or more of the ownership in the above named"firm.' Name Job Title and City Department(if known) N/A 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3%or more of the ownership in the above named"firm." Name Title N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest"constituting 3%or more of the ownership in the above named"firm." Name Board. Commission or Committee N/A 4. State the names of each employee or officer of a -consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest"constituting 3%or more of the ownership in the above named"firm." Name Consultant N/A FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof,you shall disclose that fact in a signed writing to the City official,employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349(d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. f Certifying Person: Nathan Swinney Title: Vice President South Texas Region (Type or Print) Signature of Certifying Date: March 6,2018 Person: —1 DEFINITION 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 FORM 1295 CERTIFICATE OF INTERESTED PARTIES Contract for Professional Services CITY OF CORPUS CHRISTI CONTRACT FOR REPRESENTATIVE SERVICES 18073A Construction Inspection Staff Augmentation (Russell Soike) RFP No. 2018-02 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 ALCM, Inc., a Texas corporation, 1101 Ocean Drive, Corpus Christi, Nueces County, Texas 78404, (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES ...................................................................2 ARTICLE II QUALITY ASSURANCE ..................................................................3 ARTICLE III COMPENSATION............................................................................3 ARTICLE IV TIME AND PERIOD OF SERVICE ..................................................4 ARTICLE V INSURANCE REQUIREMENTS......................................................5 ARTICLE VI INDEMNIFICATION.........................................................................5 ARTICLE VII TERMINATION OF AGREEMENT ..................................................6 ARTICLE VIII RIGHT OF REVIEW AND AUDIT....................................................6 ARTICLE IX OWNER REMEDIES .......................................................................7 ARTICLE X CONSULTANT REMEDIES.............................................................7 ARTICLE XI CLAIMS AND DISPUTE RESOLUTION ..........................................7 ARTICLE XII MISCELLANEOUS PROVISIONS ...................................................9 EXHIBITS 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 XII of this Agreement. 1.2 Consultant shall comply with City standards, as specified in the Unified Development Code(UDC)or Code of Ordinances at the time of the execution of the contract,throughout the duration of the Project, unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the%of work performed by subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant shall conduct all services in a manner to avoid delaying the progress of the construction work. 1.6 Consultant will conduct on-site observations of contractor's work in progress, materials and equipment to assist City and design consultants in determining if the work is in general proceeding in accordance with construction documents. Consultant shall not supervise, direct or have control over contractor's work nor shall Consultant have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected or used by any contractor, for security or safety at the Site, for safety precautions and programs incident to any contractor's work in progress or for any failure of a contractor to comply with laws and regulations applicable to such contractor's performing and furnishing of its work. The Consultant neither guarantees the performances of any contractor nor assumes responsibility for contractor's failure to furnish and perform the work in accordance with the construction documents. 1.7 Consultant shall notify the contractor and City if a construction deficiency is noted during observations. Consultant will advise the City of Consultant's opinion regarding the deficiency and the appropriate action but only the City can initiate any stop work orders or other penalties relating to the noted deficiency. The Consultant shall note the deficiency and action taken in the daily report. 1.8 Consultant shall notify the City of any design conflicts requiring a change to the construction contract or construction documents and will assist the City with resolution of the conflict. Consultant will consider and evaluate contractor's suggestions for modification to the construction documents and report such suggestions to the City. 1.9 Consultant shall review applications for payment with contractor for compliance with the established procedure for their submission and forward with recommendations to City and design consultant, noting particularly the relationship of payment requested to the schedule of values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work. 1.10 Consultant will assist in the scheduling of construction testing and system start-ups either on behalf of the City or through the contractor as may be required in the construction documents. Consultant will witness on-site testing, review the results of the tests and notify the City of test results that do not meet the minimum requirements of the construction documents. Consultant will observe, record and report to the City and design consultants appropriate details relative to the test procedures and system start-ups. 1.11 Consultant shall summarize construction observations reports in a log after each site visit in the format requested by the City. Reports shall include weather, site conditions, general observations, contractor's activities, data relative to questions of change orders, field orders,work change directives,field conditions or decisions made. 1.12 Consultant will attend meetings with the City, design consultants and contractor, such as pre-construction conferences, progress meetings, job conferences and other project related meetings as requested by the City. 1.13 Consultant will participate in site visits with the City, design consultants and contractor to determine substantial completion, and assist in determination of substantial completion and preparation of lists of items to be completed or corrected. Consultant will participate in a final site visit with the City, design consultants and contractor and assist in preparation of a final list of items to be completed and deficiencies to be remedied. Consultant will assist the City in determining whether all items on the final list have been completed or corrected and make recommendations to the City and design consultants concerning final acceptance. 1.14 Consultant shall not: 1.14.1 Authorize any deviation from the construction documents or substitution of materials or equipment (including "or-equal" items). 1.14.2 Undertake any of the responsibilities of contractor, subcontractors or suppliers. 1.14.3 Advise on, issue directives relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of contractor's work. 1.14.4 Advise on, issue directions regarding or assume control over security or safety practices, precautions,traffic controls, erosion controls or any programs in connection with the activities or operations of contractor. ARTICLE II — QUALITY ASSURANCE 2.1 The Consultant agrees to perform quality assurance inspection services. The City reserves the right to retain a separate consultant to perform additional services for the City. 2.2 The Consultant will perform quality assurance inspection services during the Project to ensure the Work satisfies applicable industry quality standards and meet the requirements of the Project scope. 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 $187,200. 3.2 The Consultant's fee will be on a 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. 3.3 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 a task requested requires an additional fee. 3.4 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. The invoice shall include documentation that shows who worked on the Project,the number of hours that each individual worked and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices. 3.5 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. 3.6 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." 3.7 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: 3.7.1 delays in the performance of Consultant's work; 3.7.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.7.3 damage to City; or 3.7.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.8 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. 3.9 In the event of any dispute(s) between the Parties 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. 3.10 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. 3.11 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. ARTICLE IV—TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 This service shall be for a period of one year beginning on the Effective Date. The Agreement may be renewed for up to two (2) six-months renewal options upon mutual agreement of the parties to be evidenced in writing prior to the expiration date of the prior term. Any renewals shall be at the same terms and conditions, plus any approved changes. 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within three business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. ARTICLE V— INSURANCE REQUIREMENTS 5.1 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. 5.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VI — 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 cost. 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 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. 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. 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 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. 8.3 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. 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 Losses that are incurred because of errors and/or omissions in 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. 9.2 The City may withhold or nullify the whole or part of any payment as detailed in Article III. 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 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 10.3 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 Mediation. 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 Mediation 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,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. 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 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. 11.3 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: 11.3.1 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; 11.3.2 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. 11.4 1 n 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. Both Parties expressly waive their right to a trial by jury. 11.5 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT,WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. ARTICLE 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 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. 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 by the City,without specific written verification or adaptation by Consultant, shall be at City's sole risk and without liability or legal exposure to Consultant. 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 professionals practicing under the same or similar circumstances; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent inspector. 12.4 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 12.5 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. 12.6 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. 12.7 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, and attach the Form 1295 as Exhibit E. Form 1295 requires disclosure of "interested parties" with respect to entities that enter into contracts with cities that exceed $50,000. These interested parties include: (1) persons with a "controlling interest" in the entity, which includes: a. an ownership interest or participating interest in a business entity by virtue of units, percentage,shares, stock or otherwise that exceeds 10 percent; b. membership on the board of directors or other governing body of a business entity of which the board or other governing body is composed of not more than 10 members; or c. service as an officer of a business entity that has four or fewer officers, or service as one of the four officers most highly compensated by a business entity that has more than four officers; or (2) a person who actively participates in facilitating a contract or negotiating the terms of a contract with a governmental entity or state agency, including a broker, intermediary, adviser or attorney for the business entity. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf_info_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, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/govern ment/city-secretary/conflict-disclosure/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. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 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, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with this Agreement,this Agreement shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI AGCM 3/13/2018 Jeff H. Edmonds, P. E. Date Nathan eney, Date Director of Engineering Services Vice Prent - Sou Texas Region 1101 Ocean Drive Corpus Christi, TX 78404 APPROVED AS TO LEGAL FORM (361) 882-0469 Office (361) 884-9358 Fax nswinney@agcm.com Assistant City Attorney Date ATTEST City Secretary Date Construction Inspection Staff Augmentation (Russell Soike) [RFP No. 2018-02] Project Number 18073A Contract for Representative Services Fund Name Accounting Unit Accoount Activity No. Amount Storm Water 2015 4530-043 550910 E16247-01-4530-EXP $93,600 Street 2017 GO Bd 16 3554-051 550910 E16247-01-3554-EXP 53,007 Street 2015 GO Bd 14 3551-051 550910 E16247-01-3551-EXP 40,593 Total $187,200 CORPUS CHRISTI 1101 Ocean Drive(78404) AGCM PO Box 2682 Corpus Christi,TX 78403 INC. Ofc 3611882-0469 Fax 3611884-9358 www.agcm.com March 5,2018 City of Corpus Christi Attu. Jeff Edmonds, P.E., Director of Engineering Services Dept.of Engineering Services P.O. Box 9277 Corpus Christi,TX 78469-9277 SUBJECT: PROPOSAL FOR CONSTRUCTION INSPECTION STAFF AUGMENTATION RUSSELL SOIKE—RFP 2018-02 Dear Jeff: Thank you for the opportunity to propose. We are excited to have the potential to continue our service to the City and will continue supporting the City to the standards you are accustomed to. AGI CM proposes to provide the subject personnel on a full-time basis for a 12(twelve)month period,with two optional 6(six)month renewals,at the corresponding rates and Not to Exceed(NTE)amounts: 12 Months $90/HR NTE- $187,200 Optional Renewal 1 (6 Months) $90/HR NTE- $93,600 Optional Renewal 2 (6 Months) $90/HR NTE- $93,600 It is our understanding that he will be assigned to Streets Projects. AGICM will provide these services to the level of professionalism you have previously experienced with our personnel. Thank you again for this opportunity and we look forward to continuing the success of City of Corpus Christi. SincerelKinne , N anCCM ice PTexas Region l�l�'1C1C1 Exhibit A Page 1 of 1 EXHIBIT B PAYMENT REQUEST COMPLETE PROJECT NAME Project No.XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Current Previous Total Remaining Percent Inspection Services: Contract Amd No. 1 Amd No.2 Contract Invoice Invoice Invoice Balance Complete Consultant Fees $49,400.00 $0.001 $0.00 $49,400.00 $5,200.00 $0.00 $5,200.00 $44,200.00 10.5% Hours @$65/hr(John Doe) 760.00 0.001 0.001 760.00 80.00 0.00 80.00 680.00 10.5% Notes: If needed, update this sample form based on the contract requirements. EXHIBIT"B" If applicable, refer to the contract for information on what to include with time and materials(T&M). Page 1 of 1 EXHIBIT C Insurance Requirements Staff Augmentation 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. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements Commercial General Liability including: $1,000,000 Per Occurrence 1. 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 Contract for Professional Services WORKERS' COMPENSATION Statutory (All States Endorsement if Company is not domiciled in Texas) Employer's Liability $500,000 /$500,000 /$500,000 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 Applicable for paid employees, Consultant must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Consultant will be promptly met. An All States Endorsement shall be required if Consultant is not domiciled in the State of Texas. 1.5 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.6 Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.7 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.7.1 List the City and its officers, officials, employees and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers'compensation policy; Contract for Professional Services 1.7.2 Provide for an endorsement that the"other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; 1.7.3 Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and 1.7.4 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. 1.8 Within five (5) calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1 .9 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.10 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.11 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1 .12 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 SUPPLIER NUMBER TO BE ASSIGNED BYCITV-- PURCHASING DIVISION EXHIBIT "D" City of CITY OF CORPUS CHRISTI Cornus Chnsti 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: AGICM,Inc. P.O.BOX: P O Box 2682 STREET_ADDRESS: 1101 Ocean Drive CITY: Corpus Christi ZIP: 78403- FIRM IS: 1. Corporation ® 1 Partnership B 3. Sole Owner ❑ 4. Association �. Other DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest"constituting 3%or more of the ownership in the above named"firm.' Name Job Title and City Department(if known) N/A 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3%or more of the ownership in the above named"firm." Name Title N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest"constituting 3%or more of the ownership in the above named"firm." Name Board. Commission or Committee N/A 4. State the names of each employee or officer of a -consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest"constituting 3%or more of the ownership in the above named"firm." Name Consultant N/A FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof,you shall disclose that fact in a signed writing to the City official,employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349(d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. f Certifying Person: Nathan Swinney Title: Vice President South Texas Region (Type or Print) Signature of Certifying Date: March 6,2018 Person: —1 DEFINITION 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 FORM 1295 CERTIFICATE OF INTERESTED PARTIES Contract for Professional Services CITY OF CORPUS CHRISTI CONTRACT FOR REPRESENTATIVE SERVICES 18073A Construction Inspection Staff Augmentation (Manuel Hernandez) RFP No. 2018-02 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 ALCM, Inc., a Texas corporation, 1101 Ocean Drive, Corpus Christi, Nueces County, Texas 78404, (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES ...................................................................2 ARTICLE II QUALITY ASSURANCE ..................................................................3 ARTICLE III COMPENSATION............................................................................3 ARTICLE IV TIME AND PERIOD OF SERVICE ..................................................4 ARTICLE V INSURANCE REQUIREMENTS......................................................5 ARTICLE VI INDEMNIFICATION.........................................................................5 ARTICLE VII TERMINATION OF AGREEMENT ..................................................6 ARTICLE VIII RIGHT OF REVIEW AND AUDIT....................................................6 ARTICLE IX OWNER REMEDIES .......................................................................7 ARTICLE X CONSULTANT REMEDIES.............................................................7 ARTICLE XI CLAIMS AND DISPUTE RESOLUTION ..........................................7 ARTICLE XII MISCELLANEOUS PROVISIONS ...................................................9 EXHIBITS 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 XII of this Agreement. 1.2 Consultant shall comply with City standards, as specified in the Unified Development Code(UDC)or Code of Ordinances at the time of the execution of the contract,throughout the duration of the Project, unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the%of work performed by subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant shall conduct all services in a manner to avoid delaying the progress of the construction work. 1.6 Consultant will conduct on-site observations of contractor's work in progress, materials and equipment to assist City and design consultants in determining if the work is in general proceeding in accordance with construction documents. Consultant shall not supervise, direct or have control over contractor's work nor shall Consultant have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected or used by any contractor, for security or safety at the Site, for safety precautions and programs incident to any contractor's work in progress or for any failure of a contractor to comply with laws and regulations applicable to such contractor's performing and furnishing of its work. The Consultant neither guarantees the performances of any contractor nor assumes responsibility for contractor's failure to furnish and perform the work in accordance with the construction documents. 1.7 Consultant shall notify the contractor and City if a construction deficiency is noted during observations. Consultant will advise the City of Consultant's opinion regarding the deficiency and the appropriate action but only the City can initiate any stop work orders or other penalties relating to the noted deficiency. The Consultant shall note the deficiency and action taken in the daily report. 1.8 Consultant shall notify the City of any design conflicts requiring a change to the construction contract or construction documents and will assist the City with resolution of the conflict. Consultant will consider and evaluate contractor's suggestions for modification to the construction documents and report such suggestions to the City. 1.9 Consultant shall review applications for payment with contractor for compliance with the established procedure for their submission and forward with recommendations to City and design consultant, noting particularly the relationship of payment requested to the schedule of values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work. 1.10 Consultant will assist in the scheduling of construction testing and system start-ups either on behalf of the City or through the contractor as may be required in the construction documents. Consultant will witness on-site testing, review the results of the tests and notify the City of test results that do not meet the minimum requirements of the construction documents. Consultant will observe, record and report to the City and design consultants appropriate details relative to the test procedures and system start-ups. 1.11 Consultant shall summarize construction observations reports in a log after each site visit in the format requested by the City. Reports shall include weather, site conditions, general observations, contractor's activities, data relative to questions of change orders, field orders,work change directives,field conditions or decisions made. 1.12 Consultant will attend meetings with the City, design consultants and contractor, such as pre-construction conferences, progress meetings, job conferences and other project related meetings as requested by the City. 1.13 Consultant will participate in site visits with the City, design consultants and contractor to determine substantial completion, and assist in determination of substantial completion and preparation of lists of items to be completed or corrected. Consultant will participate in a final site visit with the City, design consultants and contractor and assist in preparation of a final list of items to be completed and deficiencies to be remedied. Consultant will assist the City in determining whether all items on the final list have been completed or corrected and make recommendations to the City and design consultants concerning final acceptance. 1.14 Consultant shall not: 1.14.1 Authorize any deviation from the construction documents or substitution of materials or equipment (including "or-equal" items). 1.14.2 Undertake any of the responsibilities of contractor, subcontractors or suppliers. 1.14.3 Advise on, issue directives relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of contractor's work. 1.14.4 Advise on, issue directions regarding or assume control over security or safety practices, precautions,traffic controls, erosion controls or any programs in connection with the activities or operations of contractor. ARTICLE II — QUALITY ASSURANCE 2.1 The Consultant agrees to perform quality assurance inspection services. The City reserves the right to retain a separate consultant to perform additional services for the City. 2.2 The Consultant will perform quality assurance inspection services during the Project to ensure the Work satisfies applicable industry quality standards and meet the requirements of the Project scope. 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 $187,200. 3.2 The Consultant's fee will be on a 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. 3.3 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 a task requested requires an additional fee. 3.4 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. The invoice shall include documentation that shows who worked on the Project,the number of hours that each individual worked and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices. 3.5 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. 3.6 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." 3.7 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: 3.7.1 delays in the performance of Consultant's work; 3.7.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.7.3 damage to City; or 3.7.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.8 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. 3.9 In the event of any dispute(s) between the Parties 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. 3.10 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. 3.11 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. ARTICLE IV—TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 This service shall be for a period of one year beginning on the Effective Date. The Agreement may be renewed for up to two (2) six-months renewal options upon mutual agreement of the parties to be evidenced in writing prior to the expiration date of the prior term. Any renewals shall be at the same terms and conditions, plus any approved changes. 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within three business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. ARTICLE V— INSURANCE REQUIREMENTS 5.1 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. 5.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VI — 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 cost. 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 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. 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. 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 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. 8.3 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. 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 Losses that are incurred because of errors and/or omissions in 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. 9.2 The City may withhold or nullify the whole or part of any payment as detailed in Article III. 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 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 10.3 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 Mediation. 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 Mediation 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,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. 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 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. 11.3 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: 11.3.1 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; 11.3.2 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. 11.4 1 n 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. Both Parties expressly waive their right to a trial by jury. 11.5 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT,WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. ARTICLE 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 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. 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 by the City,without specific written verification or adaptation by Consultant, shall be at City's sole risk and without liability or legal exposure to Consultant. 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 professionals practicing under the same or similar circumstances; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent inspector. 12.4 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 12.5 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. 12.6 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. 12.7 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, and attach the Form 1295 as Exhibit E. Form 1295 requires disclosure of "interested parties" with respect to entities that enter into contracts with cities that exceed $50,000. These interested parties include: (1) persons with a "controlling interest" in the entity, which includes: a. an ownership interest or participating interest in a business entity by virtue of units, percentage,shares, stock or otherwise that exceeds 10 percent; b. membership on the board of directors or other governing body of a business entity of which the board or other governing body is composed of not more than 10 members; or c. service as an officer of a business entity that has four or fewer officers, or service as one of the four officers most highly compensated by a business entity that has more than four officers; or (2) a person who actively participates in facilitating a contract or negotiating the terms of a contract with a governmental entity or state agency, including a broker, intermediary, adviser or attorney for the business entity. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf_info_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, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/govern ment/city-secretary/conflict-disclosure/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. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 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, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with this Agreement,this Agreement shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI AGCM 3/13/2018 Jeff H. Edmonds, P. E. Date Natha winprey, uth Date Director of Engineering Services Vice resident - oTexas Region 1101 Ocean Drive Corpus Christi, TX 78404 APPROVED AS TO LEGAL FORM (361) 882-0469 Office (361) 884-9358 Fax nswinney@agcm.com Assistant City Attorney Date ATTEST City Secretary Date Construction Inspection Staff Augmentation (Manuel Hernandez) [RFP No. 2018-02] Project Number 18073A Contract for Representative Services Fund Name Accounting Unit Account No. Activity No. Amount Street 2013 GO Bd 2012 3549-051 550910 E16247-01-3549-EXP $163,940 Wastewater 2012B 4249-042 550910 E16247-01-4249-EXP 23,260 Total $187,200 CORPUS CHRISTI 1101 Ocean Drive(78404) AGCM PO Box 2682 Corpus Christi,TX 78403 INC. Ofc 3611882-0469 Fax 3611884-9358 www.agcm.com March 5,2018 City of Corpus Christi Attu. Jeff Edmonds, P.E., Director of Engineering Services Dept.of Engineering Services P.O. Box 9277 Corpus Christi,TX 78469-9277 SUBJECT: PROPOSAL FOR CONSTRUCTION INSPECTION STAFF AUGMENTATION MANUEL HERNANDEZ—RFP 2018-02 Dear Jeff: Thank you for the opportunity to propose. We are excited to have the potential to continue our service to the City and will continue supporting the City to the standards you are accustomed to. AGI CM proposes to provide the subject personnel on a full-time basis for a 12(twelve)month period,with two optional 6(six)month renewals,at the corresponding rates and Not to Exceed(NTE)amounts: 12 Months $90/HR NTE- $187,200 Optional Renewal 1 (6 Months) $90/HR NTE- $93,600 Optional Renewal 2 (6 Months) $90/HR NTE- $93,600 It is our understanding that he will be assigned to Streets Projects. AGICM will provide these services to the level of professionalism you have previously experienced with our personnel. Thank you again for this opportunity and we look forward to continuing the success of City of Corpus Christi. SincerelKinne , N anCCM ice PTexas Region l�l�'1C1C1 Exhibit A Page 1 of 1 EXHIBIT B PAYMENT REQUEST COMPLETE PROJECT NAME Project No.XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Current Previous Total Remaining Percent Inspection Services: Contract Amd No. 1 Amd No.2 Contract Invoice Invoice Invoice Balance Complete Consultant Fees $49,400.00 $0.001 $0.00 $49,400.00 $5,200.00 $0.00 $5,200.00 $44,200.00 10.5% Hours @$65/hr(John Doe) 760.00 0.001 0.001 760.00 80.00 0.00 80.00 680.00 10.5% Notes: If needed, update this sample form based on the contract requirements. EXHIBIT"B" If applicable, refer to the contract for information on what to include with time and materials(T&M). Page 1 of 1 EXHIBIT C Insurance Requirements Staff Augmentation 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. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements Commercial General Liability including: $1,000,000 Per Occurrence 1. 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 Contract for Professional Services WORKERS' COMPENSATION Statutory (All States Endorsement if Company is not domiciled in Texas) Employer's Liability $500,000 /$500,000 /$500,000 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 Applicable for paid employees, Consultant must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Consultant will be promptly met. An All States Endorsement shall be required if Consultant is not domiciled in the State of Texas. 1.5 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.6 Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.7 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.7.1 List the City and its officers, officials, employees and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers'compensation policy; Contract for Professional Services 1.7.2 Provide for an endorsement that the"other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; 1.7.3 Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and 1.7.4 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. 1.8 Within five (5) calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1 .9 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.10 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.11 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1 .12 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 SUPPLIER NUMBER TO BE ASSIGNED BYCITV-- PURCHASING DIVISION EXHIBIT "D" City of CITY OF CORPUS CHRISTI Cornus Chnsti 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: AGICM,Inc. P.O.BOX: P O Box 2682 STREET_ADDRESS: 1101 Ocean Drive CITY: Corpus Christi ZIP: 78403- FIRM IS: 1. Corporation ® 1 Partnership B 3. Sole Owner ❑ 4. Association �. Other DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest"constituting 3%or more of the ownership in the above named"firm.' Name Job Title and City Department(if known) N/A 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3%or more of the ownership in the above named"firm." Name Title N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest"constituting 3%or more of the ownership in the above named"firm." Name Board. Commission or Committee N/A 4. State the names of each employee or officer of a -consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest"constituting 3%or more of the ownership in the above named"firm." Name Consultant N/A FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof,you shall disclose that fact in a signed writing to the City official,employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349(d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. f Certifying Person: Nathan Swinney Title: Vice President South Texas Region (Type or Print) Signature of Certifying Date: March 6,2018 Person: —1 DEFINITION 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 FORM 1295 CERTIFICATE OF INTERESTED PARTIES Contract for Professional Services CITY OF CORPUS CHRISTI CONTRACT FOR REPRESENTATIVE SERVICES 18073A Construction Inspection Staff Augmentation (Bobby Barker) RFP No. 2018-02 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 ALCM, Inc., a Texas corporation, 1101 Ocean Drive, Corpus Christi, Nueces County, Texas 78404, (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES ...................................................................2 ARTICLE II QUALITY ASSURANCE ..................................................................3 ARTICLE III COMPENSATION............................................................................3 ARTICLE IV TIME AND PERIOD OF SERVICE ..................................................4 ARTICLE V INSURANCE REQUIREMENTS......................................................5 ARTICLE VI INDEMNIFICATION.........................................................................5 ARTICLE VII TERMINATION OF AGREEMENT ..................................................6 ARTICLE VIII RIGHT OF REVIEW AND AUDIT....................................................6 ARTICLE IX OWNER REMEDIES .......................................................................7 ARTICLE X CONSULTANT REMEDIES.............................................................7 ARTICLE XI CLAIMS AND DISPUTE RESOLUTION ..........................................7 ARTICLE XII MISCELLANEOUS PROVISIONS ...................................................9 EXHIBITS 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 XII of this Agreement. 1.2 Consultant shall comply with City standards, as specified in the Unified Development Code(UDC)or Code of Ordinances at the time of the execution of the contract,throughout the duration of the Project, unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the%of work performed by subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant shall conduct all services in a manner to avoid delaying the progress of the construction work. 1.6 Consultant will conduct on-site observations of contractor's work in progress, materials and equipment to assist City and design consultants in determining if the work is in general proceeding in accordance with construction documents. Consultant shall not supervise, direct or have control over contractor's work nor shall Consultant have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected or used by any contractor, for security or safety at the Site, for safety precautions and programs incident to any contractor's work in progress or for any failure of a contractor to comply with laws and regulations applicable to such contractor's performing and furnishing of its work. The Consultant neither guarantees the performances of any contractor nor assumes responsibility for contractor's failure to furnish and perform the work in accordance with the construction documents. 1.7 Consultant shall notify the contractor and City if a construction deficiency is noted during observations. Consultant will advise the City of Consultant's opinion regarding the deficiency and the appropriate action but only the City can initiate any stop work orders or other penalties relating to the noted deficiency. The Consultant shall note the deficiency and action taken in the daily report. 1.8 Consultant shall notify the City of any design conflicts requiring a change to the construction contract or construction documents and will assist the City with resolution of the conflict. Consultant will consider and evaluate contractor's suggestions for modification to the construction documents and report such suggestions to the City. 1.9 Consultant shall review applications for payment with contractor for compliance with the established procedure for their submission and forward with recommendations to City and design consultant, noting particularly the relationship of payment requested to the schedule of values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work. 1.10 Consultant will assist in the scheduling of construction testing and system start-ups either on behalf of the City or through the contractor as may be required in the construction documents. Consultant will witness on-site testing, review the results of the tests and notify the City of test results that do not meet the minimum requirements of the construction documents. Consultant will observe, record and report to the City and design consultants appropriate details relative to the test procedures and system start-ups. 1.11 Consultant shall summarize construction observations reports in a log after each site visit in the format requested by the City. Reports shall include weather, site conditions, general observations, contractor's activities, data relative to questions of change orders, field orders,work change directives,field conditions or decisions made. 1.12 Consultant will attend meetings with the City, design consultants and contractor, such as pre-construction conferences, progress meetings, job conferences and other project related meetings as requested by the City. 1.13 Consultant will participate in site visits with the City, design consultants and contractor to determine substantial completion, and assist in determination of substantial completion and preparation of lists of items to be completed or corrected. Consultant will participate in a final site visit with the City, design consultants and contractor and assist in preparation of a final list of items to be completed and deficiencies to be remedied. Consultant will assist the City in determining whether all items on the final list have been completed or corrected and make recommendations to the City and design consultants concerning final acceptance. 1.14 Consultant shall not: 1.14.1 Authorize any deviation from the construction documents or substitution of materials or equipment (including "or-equal" items). 1.14.2 Undertake any of the responsibilities of contractor, subcontractors or suppliers. 1.14.3 Advise on, issue directives relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of contractor's work. 1.14.4 Advise on, issue directions regarding or assume control over security or safety practices, precautions,traffic controls, erosion controls or any programs in connection with the activities or operations of contractor. ARTICLE II — QUALITY ASSURANCE 2.1 The Consultant agrees to perform quality assurance inspection services. The City reserves the right to retain a separate consultant to perform additional services for the City. 2.2 The Consultant will perform quality assurance inspection services during the Project to ensure the Work satisfies applicable industry quality standards and meet the requirements of the Project scope. 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 $187,200. 3.2 The Consultant's fee will be on a 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. 3.3 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 a task requested requires an additional fee. 3.4 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. The invoice shall include documentation that shows who worked on the Project,the number of hours that each individual worked and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices. 3.5 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. 3.6 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." 3.7 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: 3.7.1 delays in the performance of Consultant's work; 3.7.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.7.3 damage to City; or 3.7.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.8 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. 3.9 In the event of any dispute(s) between the Parties 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. 3.10 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. 3.11 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. ARTICLE IV—TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 This service shall be for a period of one year beginning on the Effective Date. The Agreement may be renewed for up to two (2) six-months renewal options upon mutual agreement of the parties to be evidenced in writing prior to the expiration date of the prior term. Any renewals shall be at the same terms and conditions, plus any approved changes. 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within three business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. ARTICLE V— INSURANCE REQUIREMENTS 5.1 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. 5.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VI — 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 cost. 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 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. 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. 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 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. 8.3 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. 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 Losses that are incurred because of errors and/or omissions in 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. 9.2 The City may withhold or nullify the whole or part of any payment as detailed in Article III. 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 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 10.3 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 Mediation. 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 Mediation 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,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. 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 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. 11.3 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: 11.3.1 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; 11.3.2 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. 11.4 1 n 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. Both Parties expressly waive their right to a trial by jury. 11.5 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT,WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. ARTICLE 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 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. 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 by the City,without specific written verification or adaptation by Consultant, shall be at City's sole risk and without liability or legal exposure to Consultant. 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 professionals practicing under the same or similar circumstances; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent inspector. 12.4 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 12.5 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. 12.6 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. 12.7 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, and attach the Form 1295 as Exhibit E. Form 1295 requires disclosure of "interested parties" with respect to entities that enter into contracts with cities that exceed $50,000. These interested parties include: (1) persons with a "controlling interest" in the entity, which includes: a. an ownership interest or participating interest in a business entity by virtue of units, percentage,shares, stock or otherwise that exceeds 10 percent; b. membership on the board of directors or other governing body of a business entity of which the board or other governing body is composed of not more than 10 members; or c. service as an officer of a business entity that has four or fewer officers, or service as one of the four officers most highly compensated by a business entity that has more than four officers; or (2) a person who actively participates in facilitating a contract or negotiating the terms of a contract with a governmental entity or state agency, including a broker, intermediary, adviser or attorney for the business entity. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf_info_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, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/govern ment/city-secretary/conflict-disclosure/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. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 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, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with this Agreement,this Agreement shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI AGCM 3/13/2018 Jeff H. Edmonds, P. E. Date Nath'0 Swirfney, outDate Director of Engineering Services Vi President h Texas Region 1101 Ocean Drive Corpus Christi, TX 78404 APPROVED AS TO LEGAL FORM (361) 882-0469 Office (361) 884-9358 Fax nswinney@agcm.com Assistant City Attorney Date ATTEST City Secretary Date Construction Inspection Staff Augmentation (Bobby Barker) [RFP No. 2018-02] Project Number 18073A Contract for Representative Services Fund Name Accounting Account Activity No. Amount Unit No. Storm Water 2015 4530-043 550910 E16247-01-4530-EXP $86,680 Street 2015 GO Bd 2014 3551-051 550910 E16247-01-3551-EXP 100,520 Total $187,200 CORPUS CHRISTI 1101 Ocean Drive(78404) AGCM PO Box 2682 Corpus Christi,TX 78403 INC. Ofc 3611882-0469 Fax 3611884-9358 www.agcm.com March 5,2018 City of Corpus Christi Attu. Jeff Edmonds, P.E., Director of Engineering Services Dept.of Engineering Services P.O. Box 9277 Corpus Christi,TX 78469-9277 SUBJECT: PROPOSAL FOR CONSTRUCTION INSPECTION STAFF AUGMENTATION BOBBY BARKER—RFP 2018-02 Dear Jeff: Thank you for the opportunity to propose. We are excited to have the potential to continue our service to the City and will continue supporting the City to the standards you are accustomed to. AGI CM proposes to provide the subject personnel on a full-time basis for a 12(twelve)month period,with two optional 6(six)month renewals,at the corresponding rates and Not to Exceed(NTE)amounts: 12 Months $90/HR NTE- $187,200 Optional Renewal 1 (6 Months) $90/HR NTE- $93,600 Optional Renewal 2 (6 Months) $90/HR NTE- $93,600 It is our understanding that he will be assigned to Streets Projects. AGICM will provide these services to the level of professionalism you have previously experienced with our personnel. Thank you again for this opportunity and we look forward to continuing the success of City of Corpus Christi. SincerelKinne , N anCCM ice PTexas Region l�l�'1C1C1 Exhibit A Page 1 of 1 EXHIBIT B PAYMENT REQUEST COMPLETE PROJECT NAME Project No.XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Current Previous Total Remaining Percent Inspection Services: Contract Amd No. 1 Amd No.2 Contract Invoice Invoice Invoice Balance Complete Consultant Fees $49,400.00 $0.001 $0.00 $49,400.00 $5,200.00 $0.00 $5,200.00 $44,200.00 10.5% Hours @$65/hr(John Doe) 760.00 0.001 0.001 760.00 80.00 0.00 80.00 680.00 10.5% Notes: If needed, update this sample form based on the contract requirements. EXHIBIT"B" If applicable, refer to the contract for information on what to include with time and materials(T&M). Page 1 of 1 EXHIBIT C Insurance Requirements Staff Augmentation 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. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements Commercial General Liability including: $1,000,000 Per Occurrence 1. 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 Contract for Professional Services WORKERS' COMPENSATION Statutory (All States Endorsement if Company is not domiciled in Texas) Employer's Liability $500,000 /$500,000 /$500,000 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 Applicable for paid employees, Consultant must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Consultant will be promptly met. An All States Endorsement shall be required if Consultant is not domiciled in the State of Texas. 1.5 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.6 Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.7 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.7.1 List the City and its officers, officials, employees and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers'compensation policy; Contract for Professional Services 1.7.2 Provide for an endorsement that the"other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; 1.7.3 Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and 1.7.4 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. 1.8 Within five (5) calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1 .9 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.10 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.11 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1 .12 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 SUPPLIER NUMBER TO BE ASSIGNED BYCITV-- PURCHASING DIVISION EXHIBIT "D" City of CITY OF CORPUS CHRISTI Cornus Chnsti 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: AGICM,Inc. P.O.BOX: P O Box 2682 STREET_ADDRESS: 1101 Ocean Drive CITY: Corpus Christi ZIP: 78403- FIRM IS: 1. Corporation ® 1 Partnership B 3. Sole Owner ❑ 4. Association �. Other DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest"constituting 3%or more of the ownership in the above named"firm.' Name Job Title and City Department(if known) N/A 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3%or more of the ownership in the above named"firm." Name Title N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest"constituting 3%or more of the ownership in the above named"firm." Name Board. Commission or Committee N/A 4. State the names of each employee or officer of a -consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest"constituting 3%or more of the ownership in the above named"firm." Name Consultant N/A FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof,you shall disclose that fact in a signed writing to the City official,employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349(d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. f Certifying Person: Nathan Swinney Title: Vice President South Texas Region (Type or Print) Signature of Certifying Date: March 6,2018 Person: —1 DEFINITION 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 FORM 1295 CERTIFICATE OF INTERESTED PARTIES Contract for Professional Services CITY OF CORPUS CHRISTI CONTRACT FOR REPRESENTATIVE SERVICES 18073A Construction Inspection Staff Augmentation (Marcus Garcia) RFP No. 2018-02 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 ALCM, Inc., a Texas corporation, 1101 Ocean Drive, Corpus Christi, Nueces County, Texas 78404, (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES ...................................................................2 ARTICLE II QUALITY ASSURANCE ..................................................................3 ARTICLE III COMPENSATION............................................................................3 ARTICLE IV TIME AND PERIOD OF SERVICE ..................................................4 ARTICLE V INSURANCE REQUIREMENTS......................................................5 ARTICLE VI INDEMNIFICATION.........................................................................5 ARTICLE VII TERMINATION OF AGREEMENT ..................................................6 ARTICLE VIII RIGHT OF REVIEW AND AUDIT....................................................6 ARTICLE IX OWNER REMEDIES .......................................................................7 ARTICLE X CONSULTANT REMEDIES.............................................................7 ARTICLE XI CLAIMS AND DISPUTE RESOLUTION ..........................................7 ARTICLE XII MISCELLANEOUS PROVISIONS ...................................................9 EXHIBITS 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 XII of this Agreement. 1.2 Consultant shall comply with City standards, as specified in the Unified Development Code(UDC)or Code of Ordinances at the time of the execution of the contract,throughout the duration of the Project, unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the%of work performed by subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant shall conduct all services in a manner to avoid delaying the progress of the construction work. 1.6 Consultant will conduct on-site observations of contractor's work in progress, materials and equipment to assist City and design consultants in determining if the work is in general proceeding in accordance with construction documents. Consultant shall not supervise, direct or have control over contractor's work nor shall Consultant have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected or used by any contractor, for security or safety at the Site, for safety precautions and programs incident to any contractor's work in progress or for any failure of a contractor to comply with laws and regulations applicable to such contractor's performing and furnishing of its work. The Consultant neither guarantees the performances of any contractor nor assumes responsibility for contractor's failure to furnish and perform the work in accordance with the construction documents. 1.7 Consultant shall notify the contractor and City if a construction deficiency is noted during observations. Consultant will advise the City of Consultant's opinion regarding the deficiency and the appropriate action but only the City can initiate any stop work orders or other penalties relating to the noted deficiency. The Consultant shall note the deficiency and action taken in the daily report. 1.8 Consultant shall notify the City of any design conflicts requiring a change to the construction contract or construction documents and will assist the City with resolution of the conflict. Consultant will consider and evaluate contractor's suggestions for modification to the construction documents and report such suggestions to the City. 1.9 Consultant shall review applications for payment with contractor for compliance with the established procedure for their submission and forward with recommendations to City and design consultant, noting particularly the relationship of payment requested to the schedule of values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work. 1.10 Consultant will assist in the scheduling of construction testing and system start-ups either on behalf of the City or through the contractor as may be required in the construction documents. Consultant will witness on-site testing, review the results of the tests and notify the City of test results that do not meet the minimum requirements of the construction documents. Consultant will observe, record and report to the City and design consultants appropriate details relative to the test procedures and system start-ups. 1.11 Consultant shall summarize construction observations reports in a log after each site visit in the format requested by the City. Reports shall include weather, site conditions, general observations, contractor's activities, data relative to questions of change orders, field orders,work change directives,field conditions or decisions made. 1.12 Consultant will attend meetings with the City, design consultants and contractor, such as pre-construction conferences, progress meetings, job conferences and other project related meetings as requested by the City. 1.13 Consultant will participate in site visits with the City, design consultants and contractor to determine substantial completion, and assist in determination of substantial completion and preparation of lists of items to be completed or corrected. Consultant will participate in a final site visit with the City, design consultants and contractor and assist in preparation of a final list of items to be completed and deficiencies to be remedied. Consultant will assist the City in determining whether all items on the final list have been completed or corrected and make recommendations to the City and design consultants concerning final acceptance. 1.14 Consultant shall not: 1.14.1 Authorize any deviation from the construction documents or substitution of materials or equipment (including "or-equal" items). 1.14.2 Undertake any of the responsibilities of contractor, subcontractors or suppliers. 1.14.3 Advise on, issue directives relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of contractor's work. 1.14.4 Advise on, issue directions regarding or assume control over security or safety practices, precautions,traffic controls, erosion controls or any programs in connection with the activities or operations of contractor. ARTICLE II — QUALITY ASSURANCE 2.1 The Consultant agrees to perform quality assurance inspection services. The City reserves the right to retain a separate consultant to perform additional services for the City. 2.2 The Consultant will perform quality assurance inspection services during the Project to ensure the Work satisfies applicable industry quality standards and meet the requirements of the Project scope. 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 $197,600. 3.2 The Consultant's fee will be on a 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. 3.3 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 a task requested requires an additional fee. 3.4 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. The invoice shall include documentation that shows who worked on the Project,the number of hours that each individual worked and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices. 3.5 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. 3.6 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." 3.7 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: 3.7.1 delays in the performance of Consultant's work; 3.7.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.7.3 damage to City; or 3.7.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.8 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. 3.9 In the event of any dispute(s) between the Parties 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. 3.10 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. 3.11 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. ARTICLE IV—TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 This service shall be for a period of one year beginning on the Effective Date. The Agreement may be renewed for up to two (2) six-months renewal options upon mutual agreement of the parties to be evidenced in writing prior to the expiration date of the prior term. Any renewals shall be at the same terms and conditions, plus any approved changes. 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within three business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. ARTICLE V— INSURANCE REQUIREMENTS 5.1 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. 5.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VI — 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 cost. 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 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. 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. 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 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. 8.3 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. 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 Losses that are incurred because of errors and/or omissions in 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. 9.2 The City may withhold or nullify the whole or part of any payment as detailed in Article III. 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 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 10.3 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 Mediation. 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 Mediation 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,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. 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 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. 11.3 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: 11.3.1 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; 11.3.2 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. 11.4 1 n 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. Both Parties expressly waive their right to a trial by jury. 11.5 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT,WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. ARTICLE 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 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. 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 by the City,without specific written verification or adaptation by Consultant, shall be at City's sole risk and without liability or legal exposure to Consultant. 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 professionals practicing under the same or similar circumstances; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent inspector. 12.4 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 12.5 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. 12.6 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. 12.7 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, and attach the Form 1295 as Exhibit E. Form 1295 requires disclosure of "interested parties" with respect to entities that enter into contracts with cities that exceed $50,000. These interested parties include: (1) persons with a "controlling interest" in the entity, which includes: a. an ownership interest or participating interest in a business entity by virtue of units, percentage,shares, stock or otherwise that exceeds 10 percent; b. membership on the board of directors or other governing body of a business entity of which the board or other governing body is composed of not more than 10 members; or c. service as an officer of a business entity that has four or fewer officers, or service as one of the four officers most highly compensated by a business entity that has more than four officers; or (2) a person who actively participates in facilitating a contract or negotiating the terms of a contract with a governmental entity or state agency, including a broker, intermediary, adviser or attorney for the business entity. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf_info_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, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/govern ment/city-secretary/conflict-disclosure/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. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 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, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with this Agreement,this Agreement shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI AGCM 3/13/2018 Jeff H. Edmonds, P. E. Date Natha Swirmey, Date Director of Engineering Services Vice resident - outh Texas Region 1101 Ocean Drive Corpus Christi, TX 78404 APPROVED AS TO LEGAL FORM (361) 882-0469 Office (361) 884-9358 Fax nswinney@agcm.com Assistant City Attorney Date ATTEST City Secretary Date Construction Inspection Staff Augmentation (Marcus Garcia) [RFP No. 2018-02] Project Number 18073A Contract for Representative Services Fund Name Accounting Account No. Activity No. Amount Unit Water Capital Reserve 4480-041 550910 E16247-01-4480-EXP $197,600 Total $197,600 CORPUS CHRISTI 1101 Ocean Drive(78404) AGCM PO Box 2682 Corpus Christi,TX 78403 INC. Ofc 3611882-0469 Fax 3611884-9358 www.agcm.com March 5,2018 City of Corpus Christi Attu. Jeff Edmonds, P.E., Director of Engineering Services Dept.of Engineering Services P.O. Box 9277 Corpus Christi,TX 78469-9277 SUBJECT: PROPOSAL FOR CONSTRUCTION INSPECTION STAFF AUGMENTATION MARCUS GARCIA—RFP 2018-02 Dear Jeff: Thank you for the opportunity to propose. We are excited to have the potential to continue our service to the City and will continue supporting the City to the standards you are accustomed to. AGI CM proposes to provide the subject personnel on a full-time basis for a 12(twelve)month period,with two optional 6(six)month renewals,at the corresponding rates and Not to Exceed(NTE)amounts: 12 Months $95/HR NTE- $197,600 Optional Renewal 1 (6 Months) $95/HR NTE- $98,800 Optional Renewal 2 (6 Months) $95/HR NTE- $98,800 It is our understanding that he will be assigned to Utilities Projects. AGICM will provide these services to the level of professionalism you have previously experienced with our personnel. Thank you again for this opportunity and we look forward to continuing the success of City of Corpus Christi. SincerelKinne , N anCCM ice PTexas Region l�l�'1C1C1 Exhibit A Page 1 of 1 EXHIBIT B PAYMENT REQUEST COMPLETE PROJECT NAME Project No.XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Current Previous Total Remaining Percent Inspection Services: Contract Amd No. 1 Amd No.2 Contract Invoice Invoice Invoice Balance Complete Consultant Fees $49,400.00 $0.001 $0.00 $49,400.00 $5,200.00 $0.00 $5,200.00 $44,200.00 10.5% Hours @$65/hr(John Doe) 760.00 0.001 0.001 760.00 80.00 0.00 80.00 680.00 10.5% Notes: If needed, update this sample form based on the contract requirements. EXHIBIT"B" If applicable, refer to the contract for information on what to include with time and materials(T&M). Page 1 of 1 EXHIBIT C Insurance Requirements Staff Augmentation 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. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements Commercial General Liability including: $1,000,000 Per Occurrence 1. 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 Contract for Professional Services WORKERS' COMPENSATION Statutory (All States Endorsement if Company is not domiciled in Texas) Employer's Liability $500,000 /$500,000 /$500,000 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 Applicable for paid employees, Consultant must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Consultant will be promptly met. An All States Endorsement shall be required if Consultant is not domiciled in the State of Texas. 1.5 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.6 Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.7 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.7.1 List the City and its officers, officials, employees and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers'compensation policy; Contract for Professional Services 1.7.2 Provide for an endorsement that the"other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; 1.7.3 Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and 1.7.4 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. 1.8 Within five (5) calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1 .9 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.10 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.11 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1 .12 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 SUPPLIER NUMBER TO BE ASSIGNED BYCITV-- PURCHASING DIVISION EXHIBIT "D" City of CITY OF CORPUS CHRISTI Cornus Chnsti 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: AGICM,Inc. P.O.BOX: P O Box 2682 STREET_ADDRESS: 1101 Ocean Drive CITY: Corpus Christi ZIP: 78403- FIRM IS: 1. Corporation ® 1 Partnership B 3. Sole Owner ❑ 4. Association �. Other DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest"constituting 3%or more of the ownership in the above named"firm.' Name Job Title and City Department(if known) N/A 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3%or more of the ownership in the above named"firm." Name Title N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest"constituting 3%or more of the ownership in the above named"firm." Name Board. Commission or Committee N/A 4. State the names of each employee or officer of a -consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest"constituting 3%or more of the ownership in the above named"firm." Name Consultant N/A FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof,you shall disclose that fact in a signed writing to the City official,employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349(d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. f Certifying Person: Nathan Swinney Title: Vice President South Texas Region (Type or Print) Signature of Certifying Date: March 6,2018 Person: —1 DEFINITION 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 FORM 1295 CERTIFICATE OF INTERESTED PARTIES Contract for Professional Services CITY OF CORPUS CHRISTI CONTRACT FOR REPRESENTATIVE SERVICES 18073A Construction Inspection Staff Augmentation (George De La Cerda) RFP No. 2018-02 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 ALCM, Inc., a Texas corporation, 1101 Ocean Drive, Corpus Christi, Nueces County, Texas 78404, (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES ...................................................................2 ARTICLE II QUALITY ASSURANCE ..................................................................3 ARTICLE III COMPENSATION............................................................................3 ARTICLE IV TIME AND PERIOD OF SERVICE ..................................................4 ARTICLE V INSURANCE REQUIREMENTS......................................................5 ARTICLE VI INDEMNIFICATION.........................................................................5 ARTICLE VII TERMINATION OF AGREEMENT ..................................................6 ARTICLE VIII RIGHT OF REVIEW AND AUDIT....................................................6 ARTICLE IX OWNER REMEDIES .......................................................................7 ARTICLE X CONSULTANT REMEDIES.............................................................7 ARTICLE XI CLAIMS AND DISPUTE RESOLUTION ..........................................7 ARTICLE XII MISCELLANEOUS PROVISIONS ...................................................9 EXHIBITS 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 XII of this Agreement. 1.2 Consultant shall comply with City standards, as specified in the Unified Development Code(UDC)or Code of Ordinances at the time of the execution of the contract,throughout the duration of the Project, unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the%of work performed by subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant shall conduct all services in a manner to avoid delaying the progress of the construction work. 1.6 Consultant will conduct on-site observations of contractor's work in progress, materials and equipment to assist City and design consultants in determining if the work is in general proceeding in accordance with construction documents. Consultant shall not supervise, direct or have control over contractor's work nor shall Consultant have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected or used by any contractor, for security or safety at the Site, for safety precautions and programs incident to any contractor's work in progress or for any failure of a contractor to comply with laws and regulations applicable to such contractor's performing and furnishing of its work. The Consultant neither guarantees the performances of any contractor nor assumes responsibility for contractor's failure to furnish and perform the work in accordance with the construction documents. 1.7 Consultant shall notify the contractor and City if a construction deficiency is noted during observations. Consultant will advise the City of Consultant's opinion regarding the deficiency and the appropriate action but only the City can initiate any stop work orders or other penalties relating to the noted deficiency. The Consultant shall note the deficiency and action taken in the daily report. 1.8 Consultant shall notify the City of any design conflicts requiring a change to the construction contract or construction documents and will assist the City with resolution of the conflict. Consultant will consider and evaluate contractor's suggestions for modification to the construction documents and report such suggestions to the City. 1.9 Consultant shall review applications for payment with contractor for compliance with the established procedure for their submission and forward with recommendations to City and design consultant, noting particularly the relationship of payment requested to the schedule of values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work. 1.10 Consultant will assist in the scheduling of construction testing and system start-ups either on behalf of the City or through the contractor as may be required in the construction documents. Consultant will witness on-site testing, review the results of the tests and notify the City of test results that do not meet the minimum requirements of the construction documents. Consultant will observe, record and report to the City and design consultants appropriate details relative to the test procedures and system start-ups. 1.11 Consultant shall summarize construction observations reports in a log after each site visit in the format requested by the City. Reports shall include weather, site conditions, general observations, contractor's activities, data relative to questions of change orders, field orders,work change directives,field conditions or decisions made. 1.12 Consultant will attend meetings with the City, design consultants and contractor, such as pre-construction conferences, progress meetings, job conferences and other project related meetings as requested by the City. 1.13 Consultant will participate in site visits with the City, design consultants and contractor to determine substantial completion, and assist in determination of substantial completion and preparation of lists of items to be completed or corrected. Consultant will participate in a final site visit with the City, design consultants and contractor and assist in preparation of a final list of items to be completed and deficiencies to be remedied. Consultant will assist the City in determining whether all items on the final list have been completed or corrected and make recommendations to the City and design consultants concerning final acceptance. 1.14 Consultant shall not: 1.14.1 Authorize any deviation from the construction documents or substitution of materials or equipment (including "or-equal" items). 1.14.2 Undertake any of the responsibilities of contractor, subcontractors or suppliers. 1.14.3 Advise on, issue directives relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of contractor's work. 1.14.4 Advise on, issue directions regarding or assume control over security or safety practices, precautions,traffic controls, erosion controls or any programs in connection with the activities or operations of contractor. ARTICLE II — QUALITY ASSURANCE 2.1 The Consultant agrees to perform quality assurance inspection services. The City reserves the right to retain a separate consultant to perform additional services for the City. 2.2 The Consultant will perform quality assurance inspection services during the Project to ensure the Work satisfies applicable industry quality standards and meet the requirements of the Project scope. 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 $135,200. 3.2 The Consultant's fee will be on a 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. 3.3 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 a task requested requires an additional fee. 3.4 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. The invoice shall include documentation that shows who worked on the Project,the number of hours that each individual worked and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices. 3.5 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. 3.6 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." 3.7 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: 3.7.1 delays in the performance of Consultant's work; 3.7.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.7.3 damage to City; or 3.7.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.8 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. 3.9 In the event of any dispute(s) between the Parties 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. 3.10 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. 3.11 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. ARTICLE IV—TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 This service shall be for a period of one year beginning on the Effective Date. The Agreement may be renewed for up to two (2) six-months renewal options upon mutual agreement of the parties to be evidenced in writing prior to the expiration date of the prior term. Any renewals shall be at the same terms and conditions, plus any approved changes. 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within three business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. ARTICLE V— INSURANCE REQUIREMENTS 5.1 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. 5.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VI — 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 cost. 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 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. 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. 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 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. 8.3 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. 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 Losses that are incurred because of errors and/or omissions in 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. 9.2 The City may withhold or nullify the whole or part of any payment as detailed in Article III. 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 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 10.3 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 Mediation. 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 Mediation 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,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. 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 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. 11.3 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: 11.3.1 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; 11.3.2 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. 11.4 1 n 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. Both Parties expressly waive their right to a trial by jury. 11.5 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT,WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. ARTICLE 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 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. 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 by the City,without specific written verification or adaptation by Consultant, shall be at City's sole risk and without liability or legal exposure to Consultant. 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 professionals practicing under the same or similar circumstances; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent inspector. 12.4 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 12.5 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. 12.6 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. 12.7 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, and attach the Form 1295 as Exhibit E. Form 1295 requires disclosure of "interested parties" with respect to entities that enter into contracts with cities that exceed $50,000. These interested parties include: (1) persons with a "controlling interest" in the entity, which includes: a. an ownership interest or participating interest in a business entity by virtue of units, percentage,shares, stock or otherwise that exceeds 10 percent; b. membership on the board of directors or other governing body of a business entity of which the board or other governing body is composed of not more than 10 members; or c. service as an officer of a business entity that has four or fewer officers, or service as one of the four officers most highly compensated by a business entity that has more than four officers; or (2) a person who actively participates in facilitating a contract or negotiating the terms of a contract with a governmental entity or state agency, including a broker, intermediary, adviser or attorney for the business entity. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf_info_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, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/govern ment/city-secretary/conflict-disclosure/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. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 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, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with this Agreement,this Agreement shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI ;75 3/13/2018 Jeff H. Edmonds, P. E. Date Nath Swir;rfiey, Date Director of Engineering Services Vic resident - outh Texas Region 1101 Ocean Drive Corpus Christi, TX 78404 APPROVED AS TO LEGAL FORM (361) 882-0469 Office (361) 884-9358 Fax nswinney@agcm.com Assistant City Attorney Date ATTEST City Secretary Date Construction Inspection Staff Augmentation (George De La Cerda) [RFP No. 2018-02] Project Number 18073A Contract for Representative Services Fund Name Accounting Unit Accoount Activity No. Amount Wastewater 2012B 4249-042 550910 E16247-01-4249-EXP $61,480 General Fund 1020-70002-533 550910 H17011-01-1020-EXP 2,587 Storm Water 2015 4530-043 550910 E16247-01-4530-EXP 71,133 Total $135,200 CORPUS CHRISTI 1101 Ocean Drive(78404) AGCM PO Box 2682 Corpus Christi,TX 78403 INC. Ofc 3611882-0469 Fax 3611884-9358 www.agcm.com March 5,2018 City of Corpus Christi Attu. Jeff Edmonds, P.E., Director of Engineering Services Dept.of Engineering Services P.O. Box 9277 Corpus Christi,TX 78469-9277 SUBJECT: PROPOSAL FOR CONSTRUCTION INSPECTION STAFF AUGMENTATION GEORGE DE LA CERDA—RFP 2018-02 Dear Jeff: Thank you for the opportunity to propose. We are excited to have the potential to continue our service to the City and will continue supporting the City to the standards you are accustomed to. AGI CM proposes to provide the subject personnel on a full-time basis for a 12(twelve)month period,with two optional 6(six)month renewals,at the corresponding rates and Not to Exceed(NTE)amounts: 12 Months $65/HR NTE- $135,200 Optional Renewal 1 (6 Months) $65/HR NTE- $67,600 Optional Renewal 2 (6 Months) $65/HR NTE- $67,600 It is our understanding that he will be assigned to Facilities Projects. AGICM will provide these services to the level of professionalism you have previously experienced with our personnel. Thank you again for this opportunity and we look forward to continuing the success of City of Corpus Christi. SincerelKinne , N anCCM ice PTexas Region l�l�'1C1C1 Exhibit A Page 1 of 1 EXHIBIT B PAYMENT REQUEST COMPLETE PROJECT NAME Project No.XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Current Previous Total Remaining Percent Inspection Services: Contract Amd No. 1 Amd No.2 Contract Invoice Invoice Invoice Balance Complete Consultant Fees $49,400.00 $0.001 $0.00 $49,400.00 $5,200.00 $0.00 $5,200.00 $44,200.00 10.5% Hours @$65/hr(John Doe) 760.00 0.001 0.001 760.00 80.00 0.00 80.00 680.00 10.5% Notes: If needed, update this sample form based on the contract requirements. EXHIBIT"B" If applicable, refer to the contract for information on what to include with time and materials(T&M). Page 1 of 1 EXHIBIT C Insurance Requirements Staff Augmentation 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. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements Commercial General Liability including: $1,000,000 Per Occurrence 1. 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 Contract for Professional Services WORKERS' COMPENSATION Statutory (All States Endorsement if Company is not domiciled in Texas) Employer's Liability $500,000 /$500,000 /$500,000 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 Applicable for paid employees, Consultant must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Consultant will be promptly met. An All States Endorsement shall be required if Consultant is not domiciled in the State of Texas. 1.5 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.6 Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.7 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.7.1 List the City and its officers, officials, employees and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers'compensation policy; Contract for Professional Services 1.7.2 Provide for an endorsement that the"other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; 1.7.3 Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and 1.7.4 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. 1.8 Within five (5) calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1 .9 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.10 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.11 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1 .12 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 SUPPLIER NUMBER TO BE ASSIGNED BYCITV-- PURCHASING DIVISION EXHIBIT "D" City of CITY OF CORPUS CHRISTI Cornus Chnsti 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: AGICM,Inc. P.O.BOX: P O Box 2682 STREET_ADDRESS: 1101 Ocean Drive CITY: Corpus Christi ZIP: 78403- FIRM IS: 1. Corporation ® 1 Partnership B 3. Sole Owner ❑ 4. Association �. Other DISCLOSURE QUESTIONS If additional space is necessary, please use the reverse side of this page or attach separate sheet. 1. State the names of each "employee" of the City of Corpus Christi having an "ownership interest"constituting 3%or more of the ownership in the above named"firm.' Name Job Title and City Department(if known) N/A 2. State the names of each "official" of the City of Corpus Christi having an "ownership interest" constituting 3%or more of the ownership in the above named"firm." Name Title N/A 3. State the names of each "board member" of the City of Corpus Christi having an "ownership interest"constituting 3%or more of the ownership in the above named"firm." Name Board. Commission or Committee N/A 4. State the names of each employee or officer of a -consultant" for the City of Corpus Christi who worked on any matter related to the subject of this contract and has an "ownership interest"constituting 3%or more of the ownership in the above named"firm." Name Consultant N/A FILING REQUIREMENTS If a person who requests official action on a matter knows that the requested action will confer an economic benefit on any City official or employee that is distinguishable from the effect that the action will have on members of the public in general or a substantial segment thereof,you shall disclose that fact in a signed writing to the City official,employee or body that has been requested to act in the matter, unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349(d)] CERTIFICATION I certify that all information provided is true and correct as of the date of this statement, that I have not knowingly withheld disclosure of any information requested; and that supplemental statements will be promptly submitted to the City of Corpus Christi, Texas as changes occur. f Certifying Person: Nathan Swinney Title: Vice President South Texas Region (Type or Print) Signature of Certifying Date: March 6,2018 Person: —1 DEFINITION 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 FORM 1295 CERTIFICATE OF INTERESTED PARTIES Contract for Professional Services CITY OF CORPUS CHRISTI CONTRACT FOR REPRESENTATIVE SERVICES 18073A Construction Inspection Staff Augmentation (Jordan Dartest) RFP No. 2018-02 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 Heneco Engineering and Consulting, Inc., a Texas corporation, 16350 Park Ten Place, Suite 211 , Houston, Harris County, Texas 77084, (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES ...................................................................2 ARTICLE II QUALITY ASSURANCE ..................................................................3 ARTICLE III COMPENSATION............................................................................3 ARTICLE IV TIME AND PERIOD OF SERVICE ..................................................4 ARTICLE V INSURANCE REQUIREMENTS......................................................5 ARTICLE VI INDEMNIFICATION.........................................................................5 ARTICLE VII TERMINATION OF AGREEMENT ..................................................6 ARTICLE VIII RIGHT OF REVIEW AND AUDIT....................................................6 ARTICLE IX OWNER REMEDIES .......................................................................7 ARTICLE X CONSULTANT REMEDIES.............................................................7 ARTICLE XI CLAIMS AND DISPUTE RESOLUTION ..........................................7 ARTICLE XII MISCELLANEOUS PROVISIONS ...................................................9 EXHIBITS 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 XII of this Agreement. 1.2 Consultant shall comply with City standards, as specified in the Unified Development Code(UDC)or Code of Ordinances at the time of the execution of the contract,throughout the duration of the Project, unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the%of work performed by subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant shall conduct all services in a manner to avoid delaying the progress of the construction work. 1.6 Consultant will conduct on-site observations of contractor's work in progress, materials and equipment to assist City and design consultants in determining if the work is in general proceeding in accordance with construction documents. Consultant shall not supervise, direct or have control over contractor's work nor shall Consultant have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected or used by any contractor, for security or safety at the Site, for safety precautions and programs incident to any contractor's work in progress or for any failure of a contractor to comply with laws and regulations applicable to such contractor's performing and furnishing of its work. The Consultant neither guarantees the performances of any contractor nor assumes responsibility for contractor's failure to furnish and perform the work in accordance with the construction documents. 1.7 Consultant shall notify the contractor and City if a construction deficiency is noted during observations. Consultant will advise the City of Consultant's opinion regarding the deficiency and the appropriate action but only the City can initiate any stop work orders or other penalties relating to the noted deficiency. The Consultant shall note the deficiency and action taken in the daily report. 1.8 Consultant shall notify the City of any design conflicts requiring a change to the construction contract or construction documents and will assist the City with resolution of the conflict. Consultant will consider and evaluate contractor's suggestions for modification to the construction documents and report such suggestions to the City. 1.9 Consultant shall review applications for payment with contractor for compliance with the established procedure for their submission and forward with recommendations to City and design consultant, noting particularly the relationship of payment requested to the schedule of values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work. 1.10 Consultant will assist in the scheduling of construction testing and system start-ups either on behalf of the City or through the contractor as may be required in the construction documents. Consultant will witness on-site testing, review the results of the tests and notify the City of test results that do not meet the minimum requirements of the construction documents. Consultant will observe, record and report to the City and design consultants appropriate details relative to the test procedures and system start-ups. 1.11 Consultant shall summarize construction observations reports in a log after each site visit in the format requested by the City. Reports shall include weather, site conditions, general observations, contractor's activities, data relative to questions of change orders,field orders,work change directives,field conditions or decisions made. 1.12 Consultant will attend meetings with the City, design consultants and contractor, such as pre-construction conferences, progress meetings,job conferences and other project related meetings as requested by the City. 1.13 Consultant will participate in site visits with the City, design consultants and contractor to determine substantial completion, and assist in determination of substantial completion and preparation of lists of items to be completed or corrected. Consultant will participate in a final site visit with the City, design consultants and contractor and assist in preparation of a final list of items to be completed and deficiencies to be remedied. Consultant will assist the City in determining whether all items on the final list have been completed or corrected and make recommendations to the City and design consultants concerning final acceptance. 1.14 Consultant shall not: 1.14.1 Authorize any deviation from the construction documents or substitution of materials or equipment (including "or-equal" items). 1.14.2 Undertake any of the responsibilities of contractor, subcontractors or suppliers. 1.14.3 Advise on, issue directives relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of contractor's work. 1.14.4 Advise on, issue directions regarding or assume control over security or safety practices, precautions,traffic controls, erosion controls or any programs in connection with the activities or operations of contractor. ARTICLE II — QUALITY ASSURANCE 2.1 The Consultant agrees to perform quality assurance inspection services. The City reserves the right to retain a separate consultant to perform additional services for the City. 2.2 The Consultant will perform quality assurance inspection services during the Project to ensure the Work satisfies applicable industry quality standards and meet the requirements of the Project scope. 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 $156,000. 3.2 The Consultant's fee will be on a 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. 3.3 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 a task requested requires an additional fee. 3.4 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. The invoice shall include documentation that shows who worked on the Project,the number of hours that each individual worked and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices. 3.5 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. 3.6 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." 3.7 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: 3.7.1 delays in the performance of Consultant's work; 3.7.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.7.3 damage to City; or 3.7.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.8 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. 3.9 In the event of any dispute(s) between the Parties 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. 3.10 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. 3.11 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. ARTICLE IV—TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 This service shall be for a period of one year beginning on the Effective Date. The Agreement may be renewed for up to two (2) six-months renewal options upon mutual agreement of the parties to be evidenced in writing prior to the expiration date of the prior term. Any renewals shall be at the same terms and conditions, plus any approved changes. 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within three business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. ARTICLE V— INSURANCE REQUIREMENTS 5.1 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. 5.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VI — 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 cost. 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 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. 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. 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 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. 8.3 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. 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 Losses that are incurred because of errors and/or omissions in 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. 9.2 The City may withhold or nullify the whole or part of any payment as detailed in Article III. 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 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 10.3 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 Mediation. 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 Mediation 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,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. 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 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. 11.3 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: 11.3.1 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; 11.3.2 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. 11.4 1 n 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. Both Parties expressly waive their right to a trial by jury. 11.5 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT,WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. ARTICLE 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 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. 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 by the City,without specific written verification or adaptation by Consultant, shall be at City's sole risk and without liability or legal exposure to Consultant. 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 professionals practicing under the same or similar circumstances; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent inspector. 12.4 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 12.5 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. 12.6 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. 12.7 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, and attach the Form 1295 as Exhibit E. Form 1295 requires disclosure of"interested parties" with respect to entities that enter into contracts with cities that exceed $50,000. These interested parties include: (1) persons with a "controlling interest" in the entity, which includes: a. an ownership interest or participating interest in a business entity by virtue of units, percentage,shares, stock or otherwise that exceeds 10 percent; b. membership on the board of directors or other governing body of a business entity of which the board or other governing body is composed of not more than 10 members; or c. service as an officer of a business entity that has four or fewer officers, or service as one of the four officers most highly compensated by a business entity that has more than four officers; or (2) a person who actively participates in facilitating a contract or negotiating the terms of a contract with a governmental entity or state agency, including a broker, intermediary, adviser or attorney for the business entity. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm. The form must then be printed, signed, notarized and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/IegaI/ch46.htm1. 12.8 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/govern ment/city-secretary/conflict-disclosure/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. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 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, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with this Agreement,this Agreement shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI HENECO ENGINEERING AND CONSULTING Jeff H. Edmonds, P. E. Date Alex Dawotola, Date Director of Engineering Services President/CEO 16350 Park Ten Place, Suite 211 Houston, TX 77084 APPROVED AS TO LEGAL FORM (281) 717-4523 Office (405) 651-1943 Mobile alex.dawotola@heneco.com Assistant City Attorney Date ATTEST City Secretary Date Construction Inspection Staff Augmentation (Jordan Dartest) [RFP No. 2018-02] Project Number 18073A Contract for Representative Services Fund Name Accounting Unit Account No. Activity No. Amount Street 2015 GO Bd 2014 3551-051 550910 E16247-01-3551-EXP $117,780 Wastewater 2012B 4249-042 550910 E16247-01-4249-EXP 38,220 Total $156,000 @� HENECO Engineering&Consulting 16350 Park Ten PI. Suite 211 HENECO Houston,TX 77084 USA 1 281 717 4523(Office)I www.heneco.com Our Ref: COCC-030518 Date: March 05,2018 City of Corpus Christi Attn: Mr. Jeff H.Edmonds,PE Director of Engineering Services 1201 Leopard Street Corpus Christi,Texas 78401 RE: Proposal for Construction Staff Augmentation—Jordan Dartest(RFP No.2018-02) Dear Mr. Edmonds, It is with great pleasure that we formally submit this proposal for the RFP No. 2018-02, City of Corpus Christi Construction Inspection Staff Augmentation Services. HENECO proposes Jordan Dartest for this assignment.He will be available to work on a full-time basis on the project through end of March 2020 at the corresponding rates and Not to Exceed (NTE) amounts for Construction Inspection Staff Augmentation per the terms disclosed in RFP No. 2018-02: First one-year contract(thru March 2019) $75/hr. NTE- $156,000 OPTIONAL: Two 6-month renewals (thru March 2020) $75/hr. NTE- $156,000 TOTAL amount (one year plus two optional 6-month renewals) NTE - $312,000 Based on the scope of services outlined above, we have prepared a level of effort estimate for this initial effort. The estimate is based on 40 hours per week for a total of 52 weeks and an optional 52 weeks. It is our understanding that Mr. Dartest will be assigned to Street Projects, or as otherwise directed by the City of Corpus Christi. HENECO will provide these services to the best level of professionalism that we are known for. Thank you again for this opportunity. We are very enthusiastic to begin this work for the City of Corpus Christi. Sincerely, _'�t4r:. . Alex Dawotola President/CEO Exhibit A Page 1 of 1 EXHIBIT B PAYMENT REQUEST COMPLETE PROJECT NAME Project No.XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Current Previous Total Remaining Percent Inspection Services: Contract Amd No. 1 Amd No.2 Contract Invoice Invoice Invoice Balance Complete Consultant Fees $49,400.00 $0.001 $0.00 $49,400.00 $5,200.00 $0.00 $5,200.00 $44,200.00 10.5% Hours @$65/hr(John Doe) 760.00 0.001 0.001 760.00 80.00 0.00 80.00 680.00 10.5% Notes: If needed, update this sample form based on the contract requirements. EXHIBIT"B" If applicable, refer to the contract for information on what to include with time and materials(T&M). Page 1 of 1 EXHIBIT C Insurance Requirements Staff Augmentation 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. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements Commercial General Liability including: $1,000,000 Per Occurrence 1. 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 Contract for Professional Services WORKERS' COMPENSATION Statutory (All States Endorsement if Company is not domiciled in Texas) Employer's Liability $500,000 /$500,000 /$500,000 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 Applicable for paid employees, Consultant must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Consultant will be promptly met. An All States Endorsement shall be required if Consultant is not domiciled in the State of Texas. 1.5 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.6 Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.7 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.7.1 List the City and its officers, officials, employees and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers'compensation policy; Contract for Professional Services 1.7.2 Provide for an endorsement that the"other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; 1.7.3 Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and 1.7.4 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. 1.8 Within five (5) calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1 .9 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.10 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.11 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1 .12 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 SUPPLIER NUMBER TO BE ASSIGNED BY-CITY-- PURCHASING YCITY-- PURCHASING DIVISION EXHIBIT"D" City of CITY OF CORPUS CHRISTI Corpus ChristiDISCLOSURE 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: HENECO Engineering And Consulting P.O.BOX: STREET ADDRESS: 16350 Park Ten Pl.Suite 211 CITY: Houston,TX ZIP: 77084- FIRM IS: 1. Corporation 2. Partnership 8 3. Sole Owner ❑ 4. Association K 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 A- 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 M I R 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: NLEvr- Title: /iji oL T (Type or Print) Signature of Certifying Date: , Z o i 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 FORM 1295 CERTIFICATE OF INTERESTED PARTIES Contract for Professional Services CITY OF CORPUS CHRISTI CONTRACT FOR REPRESENTATIVE SERVICES 18073A Construction Inspection Staff Augmentation (John Hinojosa) RFP No. 2018-02 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 Heneco Engineering and Consulting, Inc., a Texas corporation, 16350 Park Ten Place, Suite 211 , Houston, Harris County, Texas 77084, (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES ...................................................................2 ARTICLE II QUALITY ASSURANCE ..................................................................3 ARTICLE III COMPENSATION............................................................................3 ARTICLE IV TIME AND PERIOD OF SERVICE ..................................................4 ARTICLE V INSURANCE REQUIREMENTS......................................................5 ARTICLE VI INDEMNIFICATION.........................................................................5 ARTICLE VII TERMINATION OF AGREEMENT ..................................................6 ARTICLE VIII RIGHT OF REVIEW AND AUDIT....................................................6 ARTICLE IX OWNER REMEDIES .......................................................................7 ARTICLE X CONSULTANT REMEDIES.............................................................7 ARTICLE XI CLAIMS AND DISPUTE RESOLUTION ..........................................7 ARTICLE XII MISCELLANEOUS PROVISIONS ...................................................9 EXHIBITS 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 XII of this Agreement. 1.2 Consultant shall comply with City standards, as specified in the Unified Development Code(UDC)or Code of Ordinances at the time of the execution of the contract,throughout the duration of the Project, unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the%of work performed by subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant shall conduct all services in a manner to avoid delaying the progress of the construction work. 1.6 Consultant will conduct on-site observations of contractor's work in progress, materials and equipment to assist City and design consultants in determining if the work is in general proceeding in accordance with construction documents. Consultant shall not supervise, direct or have control over contractor's work nor shall Consultant have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected or used by any contractor, for security or safety at the Site, for safety precautions and programs incident to any contractor's work in progress or for any failure of a contractor to comply with laws and regulations applicable to such contractor's performing and furnishing of its work. The Consultant neither guarantees the performances of any contractor nor assumes responsibility for contractor's failure to furnish and perform the work in accordance with the construction documents. 1.7 Consultant shall notify the contractor and City if a construction deficiency is noted during observations. Consultant will advise the City of Consultant's opinion regarding the deficiency and the appropriate action but only the City can initiate any stop work orders or other penalties relating to the noted deficiency. The Consultant shall note the deficiency and action taken in the daily report. 1.8 Consultant shall notify the City of any design conflicts requiring a change to the construction contract or construction documents and will assist the City with resolution of the conflict. Consultant will consider and evaluate contractor's suggestions for modification to the construction documents and report such suggestions to the City. 1.9 Consultant shall review applications for payment with contractor for compliance with the established procedure for their submission and forward with recommendations to City and design consultant, noting particularly the relationship of payment requested to the schedule of values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work. 1.10 Consultant will assist in the scheduling of construction testing and system start-ups either on behalf of the City or through the contractor as may be required in the construction documents. Consultant will witness on-site testing, review the results of the tests and notify the City of test results that do not meet the minimum requirements of the construction documents. Consultant will observe, record and report to the City and design consultants appropriate details relative to the test procedures and system start-ups. 1.11 Consultant shall summarize construction observations reports in a log after each site visit in the format requested by the City. Reports shall include weather, site conditions, general observations, contractor's activities, data relative to questions of change orders,field orders,work change directives,field conditions or decisions made. 1.12 Consultant will attend meetings with the City, design consultants and contractor, such as pre-construction conferences, progress meetings, job conferences and other project related meetings as requested by the City. 1.13 Consultant will participate in site visits with the City, design consultants and contractor to determine substantial completion, and assist in determination of substantial completion and preparation of lists of items to be completed or corrected. Consultant will participate in a final site visit with the City, design consultants and contractor and assist in preparation of a final list of items to be completed and deficiencies to be remedied. Consultant will assist the City in determining whether all items on the final list have been completed or corrected and make recommendations to the City and design consultants concerning final acceptance. 1.14 Consultant shall not: 1.14.1 Authorize any deviation from the construction documents or substitution of materials or equipment (including "or-equal" items). 1.14.2 Undertake any of the responsibilities of contractor, subcontractors or suppliers. 1.14.3 Advise on, issue directives relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of contractor's work. 1.14.4 Advise on, issue directions regarding or assume control over security or safety practices, precautions,traffic controls, erosion controls or any programs in connection with the activities or operations of contractor. ARTICLE II — QUALITY ASSURANCE 2.1 The Consultant agrees to perform quality assurance inspection services. The City reserves the right to retain a separate consultant to perform additional services for the City. 2.2 The Consultant will perform quality assurance inspection services during the Project to ensure the Work satisfies applicable industry quality standards and meet the requirements of the Project scope. 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 $197,600. 3.2 The Consultant's fee will be on a 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. 3.3 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 a task requested requires an additional fee. 3.4 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. The invoice shall include documentation that shows who worked on the Project,the number of hours that each individual worked and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices. 3.5 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. 3.6 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." 3.7 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: 3.7.1 delays in the performance of Consultant's work; 3.7.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.7.3 damage to City; or 3.7.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.8 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. 3.9 In the event of any dispute(s) between the Parties 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. 3.10 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. 3.11 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. ARTICLE IV—TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 This service shall be for a period of one year beginning on the Effective Date. The Agreement may be renewed for up to two (2) six-months renewal options upon mutual agreement of the parties to be evidenced in writing prior to the expiration date of the prior term. Any renewals shall be at the same terms and conditions, plus any approved changes. 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within three business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. ARTICLE V— INSURANCE REQUIREMENTS 5.1 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. 5.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VI — 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 cost. 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 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. 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. 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 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. 8.3 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. 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 Losses that are incurred because of errors and/or omissions in 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. 9.2 The City may withhold or nullify the whole or part of any payment as detailed in Article III. 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 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 10.3 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 Mediation. 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 Mediation 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,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. 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 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. 11.3 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: 11.3.1 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; 11.3.2 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. 11.4 1 n 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. Both Parties expressly waive their right to a trial by jury. 11.5 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT,WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. ARTICLE 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 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. 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 by the City,without specific written verification or adaptation by Consultant, shall be at City's sole risk and without liability or legal exposure to Consultant. 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 professionals practicing under the same or similar circumstances; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent inspector. 12.4 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 12.5 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. 12.6 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. 12.7 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, and attach the Form 1295 as Exhibit E. Form 1295 requires disclosure of"interested parties" with respect to entities that enter into contracts with cities that exceed $50,000. These interested parties include: (1) persons with a "controlling interest" in the entity, which includes: a. an ownership interest or participating interest in a business entity by virtue of units, percentage,shares, stock or otherwise that exceeds 10 percent; b. membership on the board of directors or other governing body of a business entity of which the board or other governing body is composed of not more than 10 members; or c. service as an officer of a business entity that has four or fewer officers, or service as one of the four officers most highly compensated by a business entity that has more than four officers; or (2) a person who actively participates in facilitating a contract or negotiating the terms of a contract with a governmental entity or state agency, including a broker, intermediary, adviser or attorney for the business entity. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm. The form must then be printed, signed, notarized and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/IegaI/ch46.htm1. 12.8 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/govern ment/city-secretary/conflict-disclosure/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. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 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, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with this Agreement,this Agreement shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI HENECO ENGINEERING AND CONSULTING Jeff H. Edmonds, P. E. Date Alex Dawotola, Date Director of Engineering Services President/CEO 16350 Park Ten Place, Suite 211 Houston, TX 77084 APPROVED AS TO LEGAL FORM (281) 717-4523 Office (405) 651-1943 Mobile alex.dawotola@heneco.com Assistant City Attorney Date ATTEST City Secretary Date Construction Inspection Staff Augmentation (John Hinojosa) [RFP No. 2018-02] Project Number 18073A Contract for Representative Services Fund Name Accounting Account Activity No. Amount Unit No. Wastewater 20126 4249-042 550910 E16247-01-4249-EXP $197,600 Total $197,600 HENECO Engineering&Consulting c■, 16350 Park Ten PI.Suite 211 HENECOHouston,TX 77084 USA 1 281 717 4523(Office)I www.heneco.com Our Ref: COCC -030518 Date: March 05,2018 City of Corpus Christi Attn: Mr. Jeff H.Edmonds,PE Director of Engineering Services 1201 Leopard Street Corpus Christi,Texas 78401 RE: Proposal for Construction Staff Augmentation—John Hinojosa (RFP No. 2018-02) Dear Mr. Edmonds, It is with great pleasure that we formally submit this proposal for the RFP No. 2018-02, City of Corpus Christi Construction Inspection Staff Augmentation Services. HENECO proposes John Hinojosa for this assignment.He will be available to work on a full-time basis on the project through end of March 2020 at the corresponding rates and Not to Exceed (NTE) amounts for Construction Inspection Staff Augmentation per the terms disclosed in RFP No. 2018-02: First one-year contract(thru March 2019) $95/hr. NTE- $197,600 OPTIONAL: Two 6-month renewals(thru March 2020) $95/hr. NTE- $197,600 TOTAL amount (one year plus two optional 6-month renewals) NTE- $395,200 Based on the scope of services outlined above, we have prepared a level of effort estimate for this initial effort. The estimate is based on 40 hours per week for a total of 52 weeks and an optional 52 weeks. It is our understanding that Mr. Hinojosa will be assigned to Utilities Projects,or as otherwise directed by the City of Corpus Christi. HENECO will provide these services to the best level of professionalism that we are known for. Thank you again for this opportunity. We are very enthusiastic to begin this work for the City of Corpus Christi. Sincerely, Alex Dawotola President/CEO Exhibit A Page 1 of 1 EXHIBIT B PAYMENT REQUEST COMPLETE PROJECT NAME Project No.XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Current Previous Total Remaining Percent Inspection Services: Contract Amd No. 1 Amd No.2 Contract Invoice Invoice Invoice Balance Complete Consultant Fees $49,400.00 $0.001 $0.00 $49,400.00 $5,200.00 $0.00 $5,200.00 $44,200.00 10.5% Hours @$65/hr(John Doe) 760.00 0.001 0.001 760.00 80.00 0.00 80.00 680.00 10.5% Notes: If needed, update this sample form based on the contract requirements. EXHIBIT"B" If applicable, refer to the contract for information on what to include with time and materials(T&M). Page 1 of 1 EXHIBIT C Insurance Requirements Staff Augmentation 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. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements Commercial General Liability including: $1,000,000 Per Occurrence 1. 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 Contract for Professional Services WORKERS' COMPENSATION Statutory (All States Endorsement if Company is not domiciled in Texas) Employer's Liability $500,000 /$500,000 /$500,000 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 Applicable for paid employees, Consultant must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Consultant will be promptly met. An All States Endorsement shall be required if Consultant is not domiciled in the State of Texas. 1.5 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.6 Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.7 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.7.1 List the City and its officers, officials, employees and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers'compensation policy; Contract for Professional Services 1.7.2 Provide for an endorsement that the"other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; 1.7.3 Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and 1.7.4 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. 1.8 Within five (5) calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1 .9 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.10 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.11 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1 .12 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 SUPPLIER NUMBER TO BE ASSIGNED BY-CITY-- PURCHASING YCITY-- PURCHASING DIVISION EXHIBIT"D" City of CITY OF CORPUS CHRISTI Corpus ChristiDISCLOSURE 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: HENECO Engineering And Consulting P.O.BOX: STREET ADDRESS: 16350 Park Ten Pl.Suite 211 CITY: Houston,TX ZIP: 77084- FIRM IS: 1. Corporation 2. Partnership 8 3. Sole Owner ❑ 4. Association K 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 A- 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 M I R 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: NLEvr- Title: /iji oL T (Type or Print) Signature of Certifying Date: , Z o i 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 FORM 1295 CERTIFICATE OF INTERESTED PARTIES Contract for Professional Services CITY OF CORPUS CHRISTI CONTRACT FOR REPRESENTATIVE SERVICES 18073A Construction Inspection Staff Augmentation (Louis Estopinal) RFP No. 2018-02 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 Heneco Engineering and Consulting, Inc., a Texas corporation, 16350 Park Ten Place, Suite 211 , Houston, Harris County, Texas 77084, (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES ...................................................................2 ARTICLE II QUALITY ASSURANCE ..................................................................3 ARTICLE III COMPENSATION............................................................................3 ARTICLE IV TIME AND PERIOD OF SERVICE ..................................................4 ARTICLE V INSURANCE REQUIREMENTS......................................................5 ARTICLE VI INDEMNIFICATION.........................................................................5 ARTICLE VII TERMINATION OF AGREEMENT ..................................................6 ARTICLE VIII RIGHT OF REVIEW AND AUDIT....................................................6 ARTICLE IX OWNER REMEDIES .......................................................................7 ARTICLE X CONSULTANT REMEDIES.............................................................7 ARTICLE XI CLAIMS AND DISPUTE RESOLUTION ..........................................7 ARTICLE XII MISCELLANEOUS PROVISIONS ...................................................9 EXHIBITS 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 XII of this Agreement. 1.2 Consultant shall comply with City standards, as specified in the Unified Development Code(UDC)or Code of Ordinances at the time of the execution of the contract,throughout the duration of the Project, unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the%of work performed by subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant shall conduct all services in a manner to avoid delaying the progress of the construction work. 1.6 Consultant will conduct on-site observations of contractor's work in progress, materials and equipment to assist City and design consultants in determining if the work is in general proceeding in accordance with construction documents. Consultant shall not supervise, direct or have control over contractor's work nor shall Consultant have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected or used by any contractor, for security or safety at the Site, for safety precautions and programs incident to any contractor's work in progress or for any failure of a contractor to comply with laws and regulations applicable to such contractor's performing and furnishing of its work. The Consultant neither guarantees the performances of any contractor nor assumes responsibility for contractor's failure to furnish and perform the work in accordance with the construction documents. 1.7 Consultant shall notify the contractor and City if a construction deficiency is noted during observations. Consultant will advise the City of Consultant's opinion regarding the deficiency and the appropriate action but only the City can initiate any stop work orders or other penalties relating to the noted deficiency. The Consultant shall note the deficiency and action taken in the daily report. 1.8 Consultant shall notify the City of any design conflicts requiring a change to the construction contract or construction documents and will assist the City with resolution of the conflict. Consultant will consider and evaluate contractor's suggestions for modification to the construction documents and report such suggestions to the City. 1.9 Consultant shall review applications for payment with contractor for compliance with the established procedure for their submission and forward with recommendations to City and design consultant, noting particularly the relationship of payment requested to the schedule of values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work. 1.10 Consultant will assist in the scheduling of construction testing and system start-ups either on behalf of the City or through the contractor as may be required in the construction documents. Consultant will witness on-site testing, review the results of the tests and notify the City of test results that do not meet the minimum requirements of the construction documents. Consultant will observe, record and report to the City and design consultants appropriate details relative to the test procedures and system start-ups. 1.11 Consultant shall summarize construction observations reports in a log after each site visit in the format requested by the City. Reports shall include weather, site conditions, general observations, contractor's activities, data relative to questions of change orders,field orders,work change directives,field conditions or decisions made. 1.12 Consultant will attend meetings with the City, design consultants and contractor, such as pre-construction conferences, progress meetings,job conferences and other project related meetings as requested by the City. 1.13 Consultant will participate in site visits with the City, design consultants and contractor to determine substantial completion, and assist in determination of substantial completion and preparation of lists of items to be completed or corrected. Consultant will participate in a final site visit with the City, design consultants and contractor and assist in preparation of a final list of items to be completed and deficiencies to be remedied. Consultant will assist the City in determining whether all items on the final list have been completed or corrected and make recommendations to the City and design consultants concerning final acceptance. 1.14 Consultant shall not: 1.14.1 Authorize any deviation from the construction documents or substitution of materials or equipment (including "or-equal" items). 1.14.2 Undertake any of the responsibilities of contractor, subcontractors or suppliers. 1.14.3 Advise on, issue directives relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of contractor's work. 1.14.4 Advise on, issue directions regarding or assume control over security or safety practices, precautions,traffic controls, erosion controls or any programs in connection with the activities or operations of contractor. ARTICLE II — QUALITY ASSURANCE 2.1 The Consultant agrees to perform quality assurance inspection services. The City reserves the right to retain a separate consultant to perform additional services for the City. 2.2 The Consultant will perform quality assurance inspection services during the Project to ensure the Work satisfies applicable industry quality standards and meet the requirements of the Project scope. 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 $176,800. 3.2 The Consultant's fee will be on a 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. 3.3 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 a task requested requires an additional fee. 3.4 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. The invoice shall include documentation that shows who worked on the Project,the number of hours that each individual worked and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices. 3.5 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. 3.6 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." 3.7 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: 3.7.1 delays in the performance of Consultant's work; 3.7.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.7.3 damage to City; or 3.7.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.8 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. 3.9 In the event of any dispute(s) between the Parties 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. 3.10 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. 3.11 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. ARTICLE IV—TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 This service shall be for a period of one year beginning on the Effective Date. The Agreement may be renewed for up to two (2) six-months renewal options upon mutual agreement of the parties to be evidenced in writing prior to the expiration date of the prior term. Any renewals shall be at the same terms and conditions, plus any approved changes. 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within three business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. ARTICLE V— INSURANCE REQUIREMENTS 5.1 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. 5.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VI — 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 cost. 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 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. 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. 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 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. 8.3 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. 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 Losses that are incurred because of errors and/or omissions in 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. 9.2 The City may withhold or nullify the whole or part of any payment as detailed in Article III. 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 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 10.3 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 Mediation. 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 Mediation 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,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. 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 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. 11.3 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: 11.3.1 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; 11.3.2 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. 11.4 1 n 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. Both Parties expressly waive their right to a trial by jury. 11.5 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT,WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. ARTICLE 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 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. 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 by the City,without specific written verification or adaptation by Consultant, shall be at City's sole risk and without liability or legal exposure to Consultant. 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 professionals practicing under the same or similar circumstances; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent inspector. 12.4 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 12.5 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. 12.6 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. 12.7 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, and attach the Form 1295 as Exhibit E. Form 1295 requires disclosure of"interested parties" with respect to entities that enter into contracts with cities that exceed $50,000. These interested parties include: (1) persons with a "controlling interest" in the entity, which includes: a. an ownership interest or participating interest in a business entity by virtue of units, percentage,shares, stock or otherwise that exceeds 10 percent; b. membership on the board of directors or other governing body of a business entity of which the board or other governing body is composed of not more than 10 members; or c. service as an officer of a business entity that has four or fewer officers, or service as one of the four officers most highly compensated by a business entity that has more than four officers; or (2) a person who actively participates in facilitating a contract or negotiating the terms of a contract with a governmental entity or state agency, including a broker, intermediary, adviser or attorney for the business entity. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm. The form must then be printed, signed, notarized and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html. 12.8 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/govern ment/city-secretary/conflict-disclosure/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. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 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, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with this Agreement,this Agreement shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI HENECO ENGINEERING AND CONSULTING Jeff H. Edmonds, P. E. Date Alex Dawotola, Date Director of Engineering Services President/CEO 16350 Park Ten Place, Suite 211 Houston, TX 77084 APPROVED AS TO LEGAL FORM (281) 717-4523 Office (405) 651-1943 Mobile alex.dawotola@heneco.com Assistant City Attorney Date ATTEST City Secretary Date Construction Inspection Staff Augmentation (Louis Estopinal) [RFP No. 2018-02] Project Number 18073A Contract for Representative Services Fund Name Accounting Account No. Activity No. Amount Unit Wastewater 20126 4249-042 550910 E16247-01-4249-EXP $176,800 Total $176,800 HENECO Engineering&Consulting c■, 16350 Park Ten PI.Suite 211 HENECOHouston,TX 77084 USA 1 281 717 4523(Office)I www.heneco.com Our Ref: COCC -030518 Date: March 05,2018 City of Corpus Christi Attn: Mr. Jeff H.Edmonds,PE Director of Engineering Services 1201 Leopard Street Corpus Christi,Texas 78401 RE: Proposal for Construction Staff Augmentation—Louis Estopinal(RFP No.2018-02) Dear Mr. Edmonds, It is with great pleasure that we formally submit this proposal for the RFP No. 2018-02, City of Corpus Christi Construction Inspection Staff Augmentation Services. HENECO proposes Louis Estopinal for this assignment. He will be available to work on a full-time basis on the project through end of March 2020 at the corresponding rates and Not to Exceed(NTE)amounts for Construction Inspection Staff Augmentation per the terms disclosed in RFP No. 2018-02: First one-year contract(thru March 2019) $85/hr. NTE- $176,800 OPTIONAL: Two 6-month renewals (thru March 2020) $85/hr. NTE- $176,800 TOTAL amount (one year plus two optional 6-month renewals) NTE - $353,600 Based on the scope of services outlined above, we have prepared a level of effort estimate for this initial effort. The estimate is based on 40 hours per week for a total of 52 weeks and an optional 52 weeks. It is our understanding that Mr.Estopinal will be assigned to Utilities Projects,or as otherwise directed by the City of Corpus Christi. HENECO will provide these services to the best level of professionalism that we are known for. Thank you again for this opportunity. We are very enthusiastic to begin this work for the City of Corpus Christi. Sincerely, Alex Dawotola President/CEO Exhibit A Page 1 of 1 EXHIBIT B PAYMENT REQUEST COMPLETE PROJECT NAME Project No.XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Current Previous Total Remaining Percent Inspection Services: Contract Amd No. 1 Amd No.2 Contract Invoice Invoice Invoice Balance Complete Consultant Fees $49,400.00 $0.001 $0.00 $49,400.00 $5,200.00 $0.00 $5,200.00 $44,200.00 10.5% Hours @$65/hr(John Doe) 760.00 0.001 0.001 760.00 80.00 0.00 80.00 680.00 10.5% Notes: If needed, update this sample form based on the contract requirements. EXHIBIT"B" If applicable, refer to the contract for information on what to include with time and materials(T&M). Page 1 of 1 EXHIBIT C Insurance Requirements Staff Augmentation 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. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements Commercial General Liability including: $1,000,000 Per Occurrence 1. 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 Contract for Professional Services WORKERS' COMPENSATION Statutory (All States Endorsement if Company is not domiciled in Texas) Employer's Liability $500,000 /$500,000 /$500,000 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 Applicable for paid employees, Consultant must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Consultant will be promptly met. An All States Endorsement shall be required if Consultant is not domiciled in the State of Texas. 1.5 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.6 Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.7 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.7.1 List the City and its officers, officials, employees and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers'compensation policy; Contract for Professional Services 1.7.2 Provide for an endorsement that the"other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; 1.7.3 Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and 1.7.4 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. 1.8 Within five (5) calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1 .9 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.10 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.11 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1 .12 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 SUPPLIER NUMBER TO BE ASSIGNED BY-CITY-- PURCHASING YCITY-- PURCHASING DIVISION EXHIBIT"D" City of CITY OF CORPUS CHRISTI Corpus ChristiDISCLOSURE 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: HENECO Engineering And Consulting P.O.BOX: STREET ADDRESS: 16350 Park Ten Pl.Suite 211 CITY: Houston,TX ZIP: 77084- FIRM IS: 1. Corporation 2. Partnership 8 3. Sole Owner ❑ 4. Association K 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 A- 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 M I R 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: NLEvr- Title: /iji oL T (Type or Print) Signature of Certifying Date: , Z o i 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 FORM 1295 CERTIFICATE OF INTERESTED PARTIES Contract for Professional Services CITY OF CORPUS CHRISTI CONTRACT FOR REPRESENTATIVE SERVICES 18073A Construction Inspection Staff Augmentation (Julian Pineda) RFP No. 2018-02 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 Heneco Engineering and Consulting, Inc., a Texas corporation, 16350 Park Ten Place, Suite 211 , Houston, Harris County, Texas 77084, (Consultant), hereby agree as follows: TABLE OF CONTENTS ARTICLE NO. TITLE PAGE ARTICLE I SCOPE OF SERVICES ...................................................................2 ARTICLE II QUALITY ASSURANCE ..................................................................3 ARTICLE III COMPENSATION............................................................................3 ARTICLE IV TIME AND PERIOD OF SERVICE ..................................................4 ARTICLE V INSURANCE REQUIREMENTS......................................................5 ARTICLE VI INDEMNIFICATION.........................................................................5 ARTICLE VII TERMINATION OF AGREEMENT ..................................................6 ARTICLE VIII RIGHT OF REVIEW AND AUDIT....................................................6 ARTICLE IX OWNER REMEDIES .......................................................................7 ARTICLE X CONSULTANT REMEDIES.............................................................7 ARTICLE XI CLAIMS AND DISPUTE RESOLUTION ..........................................7 ARTICLE XII MISCELLANEOUS PROVISIONS ...................................................9 EXHIBITS 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 XII of this Agreement. 1.2 Consultant shall comply with City standards, as specified in the Unified Development Code(UDC)or Code of Ordinances at the time of the execution of the contract,throughout the duration of the Project, unless specifically and explicitly excluded from doing so in the approved Scope of Services attached as Exhibit A. A request made by either party to deviate from City standards after the contract is executed must be in writing. 1.3 Consultant shall provide labor, equipment and transportation necessary to complete all services agreed to hereunder in a timely manner throughout the term of the Agreement. Persons retained by Consultant to perform work pursuant to this Agreement shall be employees or subconsultants of Consultant. Consultant must provide City with a list of all subconsultants that includes the services performed by subconsultant and the%of work performed by subconsultant. Changes in Consultant's team that provides services under this Agreement must be agreed to by the City in writing. 1.4 Consultant shall not begin work on any phase/task authorized under this Agreement until they are briefed on the scope of the Project and are notified in writing to proceed. If the scope of the Project changes, either Consultant or City may request a review of the changes with an appropriate adjustment in compensation. 1.5 Consultant shall conduct all services in a manner to avoid delaying the progress of the construction work. 1.6 Consultant will conduct on-site observations of contractor's work in progress, materials and equipment to assist City and design consultants in determining if the work is in general proceeding in accordance with construction documents. Consultant shall not supervise, direct or have control over contractor's work nor shall Consultant have authority over or responsibility for the means, methods, techniques, sequences or procedures of construction selected or used by any contractor, for security or safety at the Site, for safety precautions and programs incident to any contractor's work in progress or for any failure of a contractor to comply with laws and regulations applicable to such contractor's performing and furnishing of its work. The Consultant neither guarantees the performances of any contractor nor assumes responsibility for contractor's failure to furnish and perform the work in accordance with the construction documents. 1.7 Consultant shall notify the contractor and City if a construction deficiency is noted during observations. Consultant will advise the City of Consultant's opinion regarding the deficiency and the appropriate action but only the City can initiate any stop work orders or other penalties relating to the noted deficiency. The Consultant shall note the deficiency and action taken in the daily report. 1.8 Consultant shall notify the City of any design conflicts requiring a change to the construction contract or construction documents and will assist the City with resolution of the conflict. Consultant will consider and evaluate contractor's suggestions for modification to the construction documents and report such suggestions to the City. 1.9 Consultant shall review applications for payment with contractor for compliance with the established procedure for their submission and forward with recommendations to City and design consultant, noting particularly the relationship of payment requested to the schedule of values, Work completed, and materials and equipment delivered at the Site but not incorporated in the Work. 1.10 Consultant will assist in the scheduling of construction testing and system start-ups either on behalf of the City or through the contractor as may be required in the construction documents. Consultant will witness on-site testing, review the results of the tests and notify the City of test results that do not meet the minimum requirements of the construction documents. Consultant will observe, record and report to the City and design consultants appropriate details relative to the test procedures and system start-ups. 1.11 Consultant shall summarize construction observations reports in a log after each site visit in the format requested by the City. Reports shall include weather, site conditions, general observations, contractor's activities, data relative to questions of change orders,field orders,work change directives,field conditions or decisions made. 1.12 Consultant will attend meetings with the City, design consultants and contractor, such as pre-construction conferences, progress meetings, job conferences and other project related meetings as requested by the City. 1.13 Consultant will participate in site visits with the City, design consultants and contractor to determine substantial completion, and assist in determination of substantial completion and preparation of lists of items to be completed or corrected. Consultant will participate in a final site visit with the City, design consultants and contractor and assist in preparation of a final list of items to be completed and deficiencies to be remedied. Consultant will assist the City in determining whether all items on the final list have been completed or corrected and make recommendations to the City and design consultants concerning final acceptance. 1.14 Consultant shall not: 1.14.1 Authorize any deviation from the construction documents or substitution of materials or equipment (including "or-equal" items). 1.14.2 Undertake any of the responsibilities of contractor, subcontractors or suppliers. 1.14.3 Advise on, issue directives relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of contractor's work. 1.14.4 Advise on, issue directions regarding or assume control over security or safety practices, precautions,traffic controls, erosion controls or any programs in connection with the activities or operations of contractor. ARTICLE II — QUALITY ASSURANCE 2.1 The Consultant agrees to perform quality assurance inspection services. The City reserves the right to retain a separate consultant to perform additional services for the City. 2.2 The Consultant will perform quality assurance inspection services during the Project to ensure the Work satisfies applicable industry quality standards and meet the requirements of the Project scope. 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 $176,800. 3.2 The Consultant's fee will be on a 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. 3.3 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 a task requested requires an additional fee. 3.4 Monthly invoices will be submitted in accordance with the Payment Request as shown in Exhibit B. The invoice shall include documentation that shows who worked on the Project,the number of hours that each individual worked and any reimbursable expenses associated with the work. City will make prompt monthly payments in response to Consultant's monthly invoices. 3.5 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. 3.6 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." 3.7 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: 3.7.1 delays in the performance of Consultant's work; 3.7.2 failure of Consultant to make payments to subconsultants or vendors for labor, materials or equipment; 3.7.3 damage to City; or 3.7.4 persistent failure by Consultant to carry out the performance of its services in accordance with this Agreement. 3.8 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. 3.9 In the event of any dispute(s) between the Parties 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. 3.10 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. 3.11 All funding obligations of the City under this Agreement are subject to the appropriation of funds in its annual budget. The City may direct the Consultant to suspend work pending receipt and appropriation of funds. ARTICLE IV—TIME AND PERIOD OF SERVICE 4.1 This Agreement shall be effective upon the signature of the City Manager or designee (Effective Date). 4.2 This service shall be for a period of one year beginning on the Effective Date. The Agreement may be renewed for up to two (2) six-months renewal options upon mutual agreement of the parties to be evidenced in writing prior to the expiration date of the prior term. Any renewals shall be at the same terms and conditions, plus any approved changes. 4.3 The Consultant agrees to begin work on those authorized Services for this contract upon receipt of the Notice to Proceed from the Director of Engineering Services. Work will not begin on any phase or any Additional Services until requested in writing by the Consultant and written authorization is provided by the Director of Engineering Services. 4.4 Time is of the essence for this Agreement. Consultant shall perform and complete its obligations under this Agreement in a prompt and continuous manner so as to not delay the Work for the Project, in accordance with the schedules approved by City. The Consultant and City are aware that many factors may affect the Consultant's ability to complete the services to be provided under this agreement. The Consultant must notify the City within three business days of becoming aware of a factor that may affect the Consultant's ability to complete the services hereunder. 4.5 City shall perform its obligations of review and approval in a prompt and continuous manner so as to not delay the project. 4.6 This Agreement shall remain in force for a period which may reasonably be required for completion of the Project, including any extra work and any required extensions thereto, unless terminated as provided for in this Agreement. ARTICLE V— INSURANCE REQUIREMENTS 5.1 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. 5.2 Insurance Requirements are shown in EXHIBIT C. ARTICLE VI — 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 cost. 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 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. 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. 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 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. 8.3 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. 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 Losses that are incurred because of errors and/or omissions in 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. 9.2 The City may withhold or nullify the whole or part of any payment as detailed in Article III. 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 The City agrees that the Consultant is not responsible for damages arising from any cause beyond Consultant's reasonable control. 10.3 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 Mediation. 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 Mediation 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,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. 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 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. 11.3 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: 11.3.1 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; 11.3.2 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. 11.4 1 n 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. Both Parties expressly waive their right to a trial by jury. 11.5 No Waiver of Governmental Immunity. NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO WAIVE CITY'S GOVERNMENTAL IMMUNITY FROM LAWSUIT,WHICH IMMUNITY IS EXPRESSLY RETAINED TO THE EXTENT IT IS NOT CLEARLY AND UNAMBIGUOUSLY WAIVED BY STATE LAW. ARTICLE 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 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. 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 by the City,without specific written verification or adaptation by Consultant, shall be at City's sole risk and without liability or legal exposure to Consultant. 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 professionals practicing under the same or similar circumstances; and performed as expeditiously as is prudent considering the ordinary professional skill and care of a competent inspector. 12.4 Independent Contractor. The relationship between the City and Consultant under this Agreement shall be that of independent contractor. City may explain to Consultant the City's goals and objectives in regard to the services to be performed by Consultant, but the City shall not direct Consultant on how or in what manner these goals and objectives are to be met. 12.5 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. 12.6 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. 12.7 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, and attach the Form 1295 as Exhibit E. Form 1295 requires disclosure of"interested parties" with respect to entities that enter into contracts with cities that exceed $50,000. These interested parties include: (1) persons with a "controlling interest" in the entity, which includes: a. an ownership interest or participating interest in a business entity by virtue of units, percentage,shares, stock or otherwise that exceeds 10 percent; b. membership on the board of directors or other governing body of a business entity of which the board or other governing body is composed of not more than 10 members; or c. service as an officer of a business entity that has four or fewer officers, or service as one of the four officers most highly compensated by a business entity that has more than four officers; or (2) a person who actively participates in facilitating a contract or negotiating the terms of a contract with a governmental entity or state agency, including a broker, intermediary, adviser or attorney for the business entity. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm. The form must then be printed, signed, notarized and filed with the City. For more information, please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/IegaI/ch46.htm1. 12.8 Conflict of Interest. Consultant agrees, in compliance with Chapter 176 of the Texas Local Government Code, to complete and file Form CIQ with the City Secretary's Office. For more information and to determine if you need to file a Form CIQ, please review the information on the City Secretary's website at http://www.cctexas.com/govern ment/city-secretary/conflict-disclosure/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. Cases must be filed and tried in Nueces County and cannot be removed from Nueces County. 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, Consultant's Scope of Services, or contained in any other document prepared by Consultant and included herein, is in conflict with this Agreement,this Agreement shall take precedence and control to resolve said conflict. CITY OF CORPUS CHRISTI HENECO ENGINEERING AND CONSULTING Jeff H. Edmonds, P. E. Date Alex Dawotola, Date Director of Engineering Services President/CEO 16350 Park Ten Place, Suite 211 Houston, TX 77084 APPROVED AS TO LEGAL FORM (281) 717-4523 Office (405) 651-1943 Mobile alex.dawotola@heneco.com Assistant City Attorney Date ATTEST City Secretary Date Construction Inspection Staff Augmentation (Julian Pineda) [RFP No. 2018-02] Project Number 18073A Contract for Representative Services Fund Name Accounting Unit Accoount Activity No. Amount Water Capital Reserve 4480-041 550910 E16247-01-4480-EXP $176,800 Total $176,800 HENECO Engineering&Consulting ■� 16350 Park Ten PI.Suite 211 HENECO Houston,TX 77084 USA 1 281 717 4523(Office)I www.heneco.com Our Ref: COCC -030518 Date: March 05,2018 City of Corpus Christi Attn: Mr. Jeff H.Edmonds,PE Director of Engineering Services 1201 Leopard Street Corpus Christi,Texas 78401 RE: Proposal for Construction Staff Augmentation—Julian Pineda (RFP No.2018-02) Dear Mr. Edmonds, It is with great pleasure that we formally submit this proposal for the RFP No. 2018-02, City of Corpus Christi Construction Inspection Staff Augmentation Services. HENECO proposes Julian Pineda for this assignment. He will be available to work on a full-time basis on the project through end of March 2020 at the corresponding rates and Not to Exceed (NTE) amounts for Construction Inspection Staff Augmentation per the terms disclosed in RFP No. 2018-02: First one-year contract(thru March 2019) $85/hr. NTE- $176,800 OPTIONAL: Two 6-month renewals(thru March 2020) $85/hr. NTE- $176,800 TOTAL amount (one year plus two optional 6-month renewals) NTE - $353,600 Based on the scope of services outlined above, we have prepared a level of effort estimate for this initial effort. The estimate is based on 40 hours per week for a total of 52 weeks and an optional 52 weeks. It is our understanding that Mr. Pineda will be assigned to Utilities Projects,or as otherwise directed by the City of Corpus Christi. HENECO will provide these services to the best level of professionalism that we are known for. Thank you again for this opportunity. We are very enthusiastic to begin this work for the City of Corpus Christi. Sincerely, Alex Dawotola President/CEO Exhibit A Page 1 of 1 EXHIBIT B PAYMENT REQUEST COMPLETE PROJECT NAME Project No.XXXX Invoice No. 12345 Invoice Date 01/01/2017 Total Current Previous Total Remaining Percent Inspection Services: Contract Amd No. 1 Amd No.2 Contract Invoice Invoice Invoice Balance Complete Consultant Fees $49,400.00 $0.001 $0.00 $49,400.00 $5,200.00 $0.00 $5,200.00 $44,200.00 10.5% Hours @$65/hr(John Doe) 760.00 0.001 0.001 760.00 80.00 0.00 80.00 680.00 10.5% Notes: If needed, update this sample form based on the contract requirements. EXHIBIT"B" If applicable, refer to the contract for information on what to include with time and materials(T&M). Page 1 of 1 EXHIBIT C Insurance Requirements Staff Augmentation 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. The City must be listed as an additional insured on the General liability and Auto Liability policies, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements Commercial General Liability including: $1,000,000 Per Occurrence 1. 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 Contract for Professional Services WORKERS' COMPENSATION Statutory (All States Endorsement if Company is not domiciled in Texas) Employer's Liability $500,000 /$500,000 /$500,000 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 Applicable for paid employees, Consultant must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in an amount sufficient to assure that all workers' compensation obligations incurred by the Consultant will be promptly met. An All States Endorsement shall be required if Consultant is not domiciled in the State of Texas. 1.5 Consultant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Consultant's sole expense, insurance coverage written on an occurrence basis, by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. Consultant is required to provide City with renewal Certificates. 1.6 Consultant shall be required to submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Consultant shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Engineering Services P.O. Box 9277 Corpus Christi, TX 78469-9277 1.7 Consultant agrees that with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: 1.7.1 List the City and its officers, officials, employees and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers'compensation policy; Contract for Professional Services 1.7.2 Provide for an endorsement that the"other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; 1.7.3 Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and 1.7.4 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. 1.8 Within five (5) calendar days of a suspension, cancellation or non-renewal of coverage, Consultant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Consultant's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 1 .9 In addition to any other remedies the City may have upon Consultant's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Consultant to remove the exhibit hereunder, and/or withhold any payment(s) if any, which become due to Consultant hereunder until Consultant demonstrates compliance with the requirements hereof. 1.10 Nothing herein contained shall be construed as limiting in any way the extent to which Consultant may be held responsible for payments of damages to persons or property resulting from Consultant's or its subcontractor's performance of the work covered under this agreement. 1.11 It is agreed that Consultant's insurance shall be deemed primary and non- contributory with respect to any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of operations under this agreement. 1 .12 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 SUPPLIER NUMBER TO BE ASSIGNED BY-CITY-- PURCHASING YCITY-- PURCHASING DIVISION EXHIBIT"D" City of CITY OF CORPUS CHRISTI Corpus ChristiDISCLOSURE 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: HENECO Engineering And Consulting P.O.BOX: STREET ADDRESS: 16350 Park Ten Pl.Suite 211 CITY: Houston,TX ZIP: 77084- FIRM IS: 1. Corporation 2. Partnership 8 3. Sole Owner ❑ 4. Association K 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 A- 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 M I R 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: NLEvr- Title: /iji oL T (Type or Print) Signature of Certifying Date: , Z o i 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 FORM 1295 CERTIFICATE OF INTERESTED PARTIES Contract for Professional Services SC �o U NOOR P 0 P PZ' 1852 AGENDA MEMORANDUM First Reading Ordinance for the City Council Meeting of April 10, 2018 Second Reading Ordinance for the City Council Meeting of April 17, 2018 DATE: March 30, 2018 TO: Margie C. Rose, City Manager FROM: Mike Markle, Chief of Police mikema cDcctexas.com 361-886-2603 Accepting the Click It or Ticket Grant from TXDOT and appropriating funds CAPTION: Ordinance accepting $17,989.64 from State of Texas, Department of Transportation for FY2018 Click It or Ticket program grant; and appropriating $17,989.64 in Police Grants Fund. PURPOSE: Accept and appropriate the grant funds. BACKGROUND AND FINDINGS: The State of Texas, Department of Transportation is providing funding for a STEP program called Click It or Ticket (CIOT) where the Police Department will conduct an occupant protection enforcement effort during the Memorial Day Holiday, May 22 — June 4, 2018. This project will increase safety belt rates through enhanced enforcement and public information and education efforts. Officers will work on an overtime basis enforcing occupant protection laws across the City. The goal of the grant will be to issue 439 safety belt citations and 25 child safety seat citations and in turn increasing safety belt use among drivers and front seat passengers by 2%. Officers will be working on an overtime basis with the State providing 100% of eligible funding of the salaries and retirement. The City of Corpus Christi has had previous CIOT grants since 2002. ALTERNATIVES: Not accept the grant and not participate in the state wide CIOT campaign. OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Adheres to all city policies. EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Legal Finance FINANCIAL IMPACT: Operating Expense Project to Date Expenditures Fiscal Year: 2017-2018 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $17,989.64 $17,989.64 BALANCE Fund(s): Police Grants Fund Comments: RECOMMENDATION: Accepting the grant and appropriating the funds. LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance accepting $17,989.64 from State of Texas, Department of Transportation for FY2018 Click It or Ticket program grant; and appropriating $17,989.64 in Police Grants Fund BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept a grant from the Texas Department of Transportation in the amount of $17,989.64 for the FY2018 Click It or Ticket program grant. SECTION 2. That $17,989.64 from the Texas Department of Transportation is appropriated in the No. 1061 Police Grants Fund for funding of the Click It or Ticket (CIOT) Selective Traffic Enforcement Project (STEP) within the Police Department. 1 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2018, 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 2018, 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 2 se GO O Va. AGENDA MEMORANDUM v First Reading Ordinance for the City Council Meeting of April 17, 2018 NORROPPESecond Reading Ordinance for the City Council Meeting of April 24, 2018 1852 DATE: April 3, 2018 TO: Margie C. Rose, City Manager FROM: Mike Markle, Chief of Police MikemaCa)-cctexas.com 886-2603 Accepting and appropriating the FY 2017 Operation Stonegarden Grant Program CAPTION: Ordinance accepting $336,443 from State of Texas Governor's Homeland Security Grants Division for funding eligible under FY2017 Department of Homeland Security Grant Program - Operation Stonegarden; and appropriating $336,443 in Police Grants Fund. PURPOSE: Accept the grant and appropriate the funds. BACKGROUND AND FINDINGS: The purpose 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. The Police Department agrees to conduct operations designed to reduce border-security risk. Tactical operations will be conducted on a periodic basis on overtime. The grant will pay for overtime, miscellaneous equipment, vehicle maintenance, and fuel. The grant period is from March 1, 2018 — May 31, 2019 ALTERNATIVES: None OTHER CONSIDERATIONS: None CONFORMITY TO CITY POLICY: Conforms to all city policies. EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Finance Legal FINANCIAL IMPACT: ❑ Operating X Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2017- Expenditures 2018 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $336,443 $336,443 BALANCE Fund(s): Police Grants Fund Comments: RECOMMENDATION: Staff recommends accepting the grant and appropriating the funds. LIST OF SUPPORTING DOCUMENTS: Ordinance Grant award documents Ordinance accepting $336,443 from State of Texas Governor's Homeland Security Grants Division for funding eligible under FY2017 Department of Homeland Security Grant Program - Operation Stonegarden; and appropriating $336,443 in Police Grants Fund. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute all documents necessary to accept a grant in the amount of $336,443 from the State of Texas Governor's Homeland Security Grants Division for funding eligible under the FY2016 Department of Homeland Security Grant Program Operation Stonegarden to reimburse fuel, overtime, fringe benefits, and equipment expenditures for the Police Department's enforcement efforts to reduce border-security risk SECTION 2. That $336,443 is appropriated in the No. 1061 Police Grants Fund. SECTION 3. 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. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of , 2018, 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 2018, 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 31737-03 -eGrants -Award Preview Page 1 of 2 8 18 AM Agency Name:Corpus Chrini C.ty GrantlApp 3173703 StartDate 1.2319 of Project Tide Nuems-2017 GPSG status.Appl-cm*n Pending Submssion[FUND HOLD[IBIJ End Data: Fund Snume:HS-Hometand Securely Grant Program HOLD) 5131x2019 :HF.0 P: Current Grant Manager Lynne Crow Current Program Manager Arturo Mendez Liquidation Date, Original Award:30 00 Current Budget:$336 443 00 Current Awards$0 0o CFDA 97 r7 004 Solicitation:Operation Stonegarden Soaelalion FYI` Nen'Notes-Click I fere EligOddy Profile Narrative Activities Measures Budget Documents Homeland Security Conditions of Funding Submit,Application Summary Upload.Fifes My Home Grantleslory Award,Preview Grant issues General Information and Instructions Grant Award Documents Click to View Resocnslbllltles Memo Print Stalement at Gram Award I Statement of Grant Award(SOGA) The Statement of Grant Award Is the official notice of award from the Office of the Governor(DOG) This Grant Agreement and all terms,conditions. provlS:ons and obligations set forth herein shall be binding upon and shall Inure to the benefit of the Parties and their respective successors and assigns and all other,State of Texas agencies and any other agencies,departments,divisions,governmental entities,pub Ic corporations,and tithe• entitles wh ch shall be successors to each of the Parties or which shall succeed to or become obl gated to perform or become bound by any or the covenants.agreements or obligat ons hereunder of each of the Parties hereto The approved proJect narrative and budget for this award are reflected In eGrants on the'Narrative'and'Budget/Detalls,tabs.By accepting the Grant Award n eGrants,the Grantee agrees to strictly comply with the requirements and obligations of this Grant Agreement Including any and all applicable federa and state statutes,regulations,poll ties,guidelines and requ cements In instances where conn cting requirements apply to a Grantee.the more restrictive requ rement applies. The Grant Agreement Includes the Statement of Grant Award,the DOG Grantee Conditions and Responsibilities,the Grant Application In eGrants, and the other Identified documents in the Grant Application and Grant Award,Including but not'meted to 2 CFR Part 200,Uniform Administrative Requ rements,Cost Principles,and Audit Requirements for Federal Awards;Chapter 783 of the Texas Government Code,Tide 34,Part 1,Chapter 20, Subchapter E,Division 4 of the Texas Administrative Code,and the Uniform Grant Management Standards;UGMS)developed by the Comptroller of Public Accounts,the state Funding Announcement or Solicltadan under which the grant application was made,and for federal funding,the Funding Announcement or Solidtat on under which the DOG was awarded funds..and any applicable documents referenced In the documents listed above.For grants awarded from the U S.Department of Justice,the current applicable version of the Department of Justice Grants Financial Guide and any applicable previsions in Title 28 of the CFR apply For grants awarded from the Federal Emergency Management Agency(FEMA),all Information Bulletins and Policies pubbshed by the FEMA Grants Program Directorate apply.The DOG reserves the right to add additional responsibilities and reclulrements,with or withDat advance notice to the Grantee. By clicking on the'Accept'button within the'Accept Award'tab,the Grantee accepts the responsibility for the grant project,agrees and certifies compliance with the requirements outlined In the Grant Agreement,Including all provisions Incorporated herein,and agrees with the following conditions of grant funding.The grantee's funds will not be released until the grantee has satisfied the requirements of the following Condition(s)of Funding and Other Fund-Specific Requirementf s),if any,cited below Grant Number: 3173703 Award Amount: $336,443,00 Date Awarded: PREVIEW-AWARD NOT ACTIVE Grantee Cash Match: $0.00 Grant Period: 03/01/2018-05/31/2019 Grantee In Kind Match: $0.00 Liquidation Date: 08/29/2019 Total Project Cost: $336,443.00 Program Fund: HS-Homeland Security Grant Program fHSGPI Grantee Name: Corpus Christf,City-r Project Title: Nueces-3017 OPSG Grant Manager: Lynne Crow DUNS Number: 069457786 CFDA: 97,067-Homeland Security Grant Program(HSGP) Federal Awarding Agency: U.S.Department of Homeland Security,Federa Emergency Management Agency Federal Award Date: 9/5/2017 Federal/State Award ID Number: EMW-2017-55-00005 Total Federal Award/State Funds Appropriated: $80,206,000.00 Pass Thru Entity Name: Texas Office of the Governor-Home and Security Grants Division(HSGD) Is the Award ROD: No The purpose of the HSGP Is to support state and local efforts to prevent terrorism and other catastrophic events and to prepare the Nation for the threats and hazards that pose the greatest risk to the security of the United States. The HSGP provides funding to implement Investments that build, Federal/State Award Description: sustain,and de8ver the 31 core capabilities essenda-to achieving the National Preparedness Coal(the Goal)of a secure and resilient Nation. The building, sustainment,and delivery of these core capabilities are not exduslve to any single level of government,organization,or community,but rather,require the combined effort of the whole Commun ty https:.....-'egrants.gov.texas.gov/project/awardpreview.aspx?i2=1&i 1=0&gh=7E-5F-2F-27-OF... 3.28/201$ se o� � v AGENDA MEMORANDUM NOORP08 IEO First Reading Ordinance for the City Council Meeting of April 17, 2018 1852 Second Reading Ordinance for the City Council Meeting of April 24, 2018 DATE: March 20, 2018 TO: Margie C. Rose, City Manager FROM: Mike Culbertson (361) 882-7448 mculbertson@ccredc.com Type A Business Incentive Grant for Jimenez Engineering Solutions, LLC dba International Consulting Engineers (ICE) CAPTION: Ordinance approving a Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation and Jimenez Engineering Solutions, LLC, dba International Consulting Engineers, to provide a grant of up to $125,000, for the creation of jobs; appropriating said funds from the Business/Job Development Fund; and amending the budget. PURPOSE: ICE will create jobs in Corpus Christi. They will create 25 full-time employees with an annual payroll of $1 ,250,000 (average salary of$50,000 per job). BACKGROUND AND FINDINGS: ICE will invest $1 ,400,000 in a new headquarters and create 25 new jobs. They will service clients in Texas and in the United States. More than half of their revenue will be from outside sources. ALTERNATIVES: The company is not eligible for any other incentives. OTHER CONSIDERATIONS: ICE is a home grown engineering firm that does work outside of the region. This grant will be used for the creation of jobs. CONFORMITY TO CITY POLICY: This project is consistent with the City's stated goals of promoting economic development and incentivizing business to expand and thrive in Corpus Christi. EMERGENCY / NON-EMERGENCY: Non-emergency DEPARTMENTALCLEARANCES: Budget Finance Legal FINANCIAL IMPACT: 0 Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2017- Expenditures Current Future 2018 CIP only) Year Years TOTALS Line Item Budget 1 ,442,528.32 1,442,528.32 Encumbered / Expended Amount This item 125,000.00 125,000.00 BALANCE 1 ,317,528.32 1,317,528.32 Fund: Type A 1140 RECOMMENDATION: Staff recommends approval of the Type A Grant to ICE in the amount of$125,000 for the creation of jobs. LIST OF SUPPORTING DOCUMENTS: Ordinance - ICE Agreement - ICE Page 1 of 2 Ordinance approving a Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation and Jimenez Engineering Solutions, LLC, dba International Consulting Engineers, to provide a grant of up to $125,000, for the creation of jobs; appropriating said funds from the Business/Job Development Fund; and amending the budget. Whereas, the Corpus Christi Business and Job Development Corporation ("Type A Corporation") has budgeted funds to assist businesses create or retain jobs in the City of Corpus Christi, Texas ("City"). Whereas, the Type A Corporation has requested proposals from businesses that will create or retain jobs within the City, and determined that the proposal from Jimenez Engineering Solutions, LLC, dba International Consulting Engineers ("ICE") for the creation of at least 25 full-time jobs with an annual payroll of at least$1,400,000 (average salary of $50,000 per job) over a five-year period will best satisfy this goal; Whereas, City Council deems that it is the best interest of the City and citizens to approve the business incentive agreement for creation of jobs between the Type A Corporation and ICE; Whereas, the Board of the Directors of the Type A Corporation (the "Board") approved an agreement with ICE for an incentive in the amount of$125,000 in its meeting on March 19, 2018. Now, therefore, be it resolved by the City Council of the City of Corpus Christi, Texas: SECTION 1. That the business incentive agreement between the Type A Corporation and ICE, which provides for the creation of jobs within the City of Corpus Christi, is approved. SECTION 2. That $125,000 from the unreserved fund balance in the No. 1140 Business/Job Development Fund is appropriated for a business incentive grant from the Type A Corporation to ICE for the creation of jobs. SECTION 3. That Ordinance No. 031255, which adopted the FY 2017-2018 Operating Fund, is changed to increase proposed expenditures in the No. 1140 Business/Job Development Fund by $125,000 for a business incentive grant from the Type A Corporation to ICE for the creation of jobs. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor @BCL@ACODEE70.docx Page 2 of 2 Corpus Christi, Texas of That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2018, 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 day of 2018, by the following vote: Mayor Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Carolyn Vaughn Debbie Lindsey-Opel PASSED AND APPROVED on this the day of , 2018. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor @BCL@ACODEE70.docx BUSINESS INCENTIVE AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND JIMENEZ ENGINEERING SOLUTIONS, LLC dba INTERNATIONAL CONSULTING ENGINEERS FOR CREATION OF JOBS This Business Incentive Agreement for Capital Investments and the Creation and Retention of Jobs ("Agreement") is entered into between the Corpus Christi Business and Job Development Corporation ("Corporation") and Jimenez Consulting Engineers, LLC dba International Consulting Engineers ("ICE"), a Texas limited liability corporation. WHEREAS, the Texas Legislature in Section 4A of Article 5190.6, Vernon's Texas Revised Civil Statutes (Development Corporation Act of 1979), now codified as Subtitle C1, Title 12, Texas Local Government Code, Section 504.002 et seq, ("the Act"), empowered local communities with the ability to adopt an optional local sales and use tax as a means of improving the economic health and prosperity of their citizens; WHEREAS, on November 5, 2002, residents of the City of Corpus Christi ("City") passed Proposition 2, New and Expanded Business Enterprises,which authorized the adoption of a sales and use tax for the promotion and development of new and expanded business enterprises at the rate of one-eighth of one percent to be imposed for 15 years; WHEREAS, the 1/8th cent sales tax authorized by passage of Proposition 2 was subsequently enacted by the City Council and filed with the State Comptroller of Texas, effective April 1, 2003, to be administered by the Corpus Christi Business and Job Development Corporation Board; WHEREAS, the Corpus Christi Business and Job Development Corporation exists for the purposes of encouraging and assisting entities in the creation of jobs for the citizens of Corpus Christi, Texas; WHEREAS, the Board of Directors of the Corporation ("Board"), on November 14, 2016 amended the Corporation's Guidelines and Criteria for Granting Business Incentives ("Type A Guidelines"), which the City Council approved on December 20, 2016; WHEREAS, Section 501.073 of the Act requires the City Council to approve all programs and expenditures of the Corporation; WHEREAS, ICE is a local engineering firm with 31 current employees and current payroll of$1.6 million; WHEREAS, ICE proposes to initially invest approximately $1,400,000 in development at 261 Saratoga Boulevard over a five-year period; and WHEREAS, on March 19, 2018, the Board determined that it is in the best interests of the citizens of Corpus Christi, Texas that business development funds be provided to ICE, through this Agreement with ICE that will result in the creation of at least 25 full-time jobs, with an estimated annual wages of $4,100,000, and City Council approved this expenditure on In consideration of the covenants, promises, and conditions stated in this Agreement, Corporation and ICE agree as follows: 1. Effective Date. The effective date of this Agreement ("Effective Date") is the latest date that either party executes this Agreement. 2. Term. The term of this Agreement is for five years beginning on the effective date. The anniversary of the Effective Date will be used when determining compliance for any given year. 3. Performance Requirements and Grants. a. ICE shall, over the term of this Agreement, create 25 full-time jobs, with average annual salary of$50,000 as described in the schedule below. Year Number of Number of Annual Payroll Capital New Jobs Retained Jobs Investment 1 6 31 2,100,000 1,400,000 2 6 37 2,600,000 0 3 5 43 3,100,000 0 4 4 48 3,600,000 0 5 4 52 4,100,000 0 b. Grants, not to exceed $50,000 per year and a cumulative total of $125,000 over five years, are calculated as $5,000 per job created. c. ICE must complete construction within two years following the effective date or the agreement automatically terminates. d. ICE must receive at least 51% of their revenue from outside of 50 miles from the intersection of Leopard Street and Staples Street. e. Should ICE fail to meet all of the Performance Requirements in any one year, ICE shall receive a reduced percentage of the Cash Incentive in effect that year. Such reduction will be in that percentage equal to the percentage that ICE's performance falls below the Performance Requirements. However if ICE fails to meet at least 70% of any of the Performance Requirements in any one year, then ICE is not entitled to any payment for that year. f. The Corporation will award a grant to ICE based on the formula above, payable not later than 90 days after the anniversary of the Effective Date each year if ICE meets the minimum Performance Requirements in the preceding year described in paragraph a above (collectively, the "annual performance benchmarks"). g. ICE will display signage that states that they are recipients of Type A funding. This signage will be provided to ICE by the Board and will be displayed in a location that is visible to a visitor to their facility. 4. Job Creation Qualification. a. In order to count as a created job under this Agreement, a "job" must be as defined in the Type A Guidelines as a full-time employee, contractor, consultant, or leased employee who has a home address in the Corpus Christi MSA. b. ICE agrees to confirm and document to the Corporation that the minimum number of jobs created as a result of funding provided by this Agreement is maintained throughout the term by ICE. c. ICE shall ensure that the Corporation is allowed reasonable access to its personnel records. 5. Utilization of Local Contractors and Suppliers. ICE agrees to exercise reasonable efforts in utilizing local contractors and suppliers in the construction of the Project, except where not reasonably possible to do so without added expense, substantial inconvenience, or sacrifice in operating efficiency in the normal course of business, with a goal of 50% of the total dollar amount of all construction contracts and supply agreements being paid to local contractors and suppliers. For the purposes of this section, the term "local" as used to describe manufacturers, suppliers, contractors, and labor includes firms, businesses, and persons who reside in or maintain an office within a 50-mile radius of Nueces County. ICE agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of ICE to comply with the Local Requirement, and to provide an annual report to the City Manager of the City, or designee,from which the City Manager or designee shall determine if ICE is in compliance with this requirement. Failure to substantially comply with this requirement, in the sole determination of the City Manager or designee, shall be a default hereunder. 6. Utilization of Disadvantaged Business Enterprises("DBE'). ICE agrees to exercise reasonable efforts in utilizing contractors and suppliers that are determined to be disadvantaged business enterprises, including minority business enterprises women-owned business enterprises and historically-underutilized business enterprises. In order to qualify as a business enterprise under this provision, the firm must be certified by the City, the Regional Transportation Authority or another governmental entity in the jurisdiction of the home office of the business as complying with state or federal standards for qualification as such an enterprise. ICE agrees to a goal of 30% of the total dollar amount of all construction contracts and supply agreements being paid to disadvantaged business enterprises, with a priority made for disadvantaged business enterprises which are local. ICE agrees, during the construction of the Project and for four years after Completion, to maintain written records documenting the efforts of ICE to comply with the DBE Requirement, and to provide an annual report to the City Manager or designee, from which the City Manager or designee shall determine if ICE is in compliance with this requirement. Failure to substantially comply with this requirement, in the sole determination of the City Manager or designee, shall be a default hereunder. For the purposes of this section, the term "local' as used to describe contractors and suppliers that are determined to be disadvantaged business enterprises, including minority business enterprises, women-owned business enterprises and historically-underutilized business enterprises includes firms, businesses, and persons who reside in or maintain an office within a 50-mile radius of Nueces County. 7. Living Wage Requirement. In order to count as a permanent full-time job under this agreement, the job should provide a "living wage" for the employee. The target living wage under this agreement is that annual amount equal or greater than poverty level for a family of three, established by the U.S. Department of Health and Human Services Poverty Guidelines, divided by 2,080 hours per year for that year. 8. Health Insurance. To qualify for this incentive, an employer shall certify that it has offered a health insurance program for its employees during the term of the Agreement. 9. Warranties. ICE warrants and represents to Corporation the following: a. ICE is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, and has all corporate power and authority to carry on its business as presently conducted in Corpus Christi, Texas. b. ICE has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. c. ICE has timely filed and will timely file all local, State, and Federal tax reports and returns required by laws to be filed and all taxes, assessments, fees, and other governmental charges, including applicable ad valorem taxes, have been timely paid, and will be timely paid, during the term of this Agreement. d. ICE has received a copy of the Act and acknowledges that the funds granted in this Agreement must be utilized solely for purposes authorized under State law and by the terms of this Agreement. e. The person executing this Agreement on behalf of ICE is duly authorized to execute this Agreement on behalf of ICE. f. ICE does not and agrees that it will not knowingly employ an undocumented worker. If, after receiving payments under this Agreement, ICE is convicted of a violation under 8 U.S.C. Section 1324a(f), ICE shall repay the payments received under this Agreement to the City, with interest at the Wall Street Journal Prime Rate, not later than the 120th day after the date ICE has been notified of the violation. 10. Compliance with Laws. During the Term of this Agreement, ICE shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 11. Non-Discrimination. ICE covenants and agrees that ICE will not discriminate nor permit discrimination against any person or group of persons, with regard to employment and the provision of services at, on, or in the Facility, on the grounds of race, religion, national origin, marital status, sex, age, disability, or in any manner prohibited by the laws of the United States or the State of Texas. 12. Force Majeure. If the Corporation or ICE are prevented, wholly or in part, from fulfilling its obligations under this Agreement by reason of any act of God, unavoidable accident, acts of enemies, fires, floods, governmental restraint or regulation, other causes of force majeure, or by reason of circumstances beyond its control, then the obligations of the Corporation or ICE are temporarily suspended during continuation of the force majeure. If either party's obligation is affected by any of the causes of force majeure, the party affected shall promptly notify the other party in writing, giving full particulars of the force majeure as soon as possible afterthe occurrence of the cause or causes relied upon. 13. Assignment. ICE may not assign all or any part of its rights, privileges, or duties under this Agreement without the prior written approval of the Corporation and City. Any attempted assignment without approval is void, and constitutes a breach of this Agreement. 14. Indemnity. ICE covenants to fully indemnify, save, and hold harmless the Corporation, the City, and their respective officers, employees, and agents ("Indemnitees") against all liability, damage, loss, claims demands, and actions of any kind on account of personal injuries (including, without limiting the foregoing, workers'compensation and death claims), or property loss or damage of any kind, 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 ICE activities conducted under or incidental to this Agreement, including any injury, loss or damage caused by the sole or contributory negligence of any or all of the Indemnitees. ICE must, at its own expense, investigate all those claims and demands, attend to their settlement or other disposition, defend all actions based on those claims and demands with counsel satisfactory to Indemnitees, and pay all charges of attorneys and all other cost and expenses of any kind arising from the liability, damage, loss, claims, demands, or actions. 15. Events of Default by ICE. The following events constitute a default of this Agreement by ICE: a. The Corporation or City determines that any representation or warranty on behalf of ICE contained in this Agreement or in any financial statement, certificate, report, or opinion submitted to the Corporation in connection with this Agreement was incorrect or misleading in any material respect when made; b. Any judgment is assessed against ICE or any attachment or other levy against the property of ICE with respect to a claim remains unpaid, undischarged, or not dismissed for a period of 120 days. c. ICE makes an assignment for the benefit of creditors. d. ICE files a petition in bankruptcy or is adjudicated insolvent or bankrupt. e. If taxes owed by ICE become delinquent, and ICE fails to timely and properly follow the legal procedures for protest or contest. f. ICE changes the general character of business as conducted as of the date this Agreement is approved by the Corporation. g. ICE fails to comply with one or more terms of this Agreement. 16. Notice of Default. Should the Corporation or City determine that ICE is in default according to the terms of this Agreement, the Corporation or City shall notify ICE in writing of the event of default and provide 60 days from the date of the notice ("Cure Period") for ICE to cure the event of default. 17. Results of Uncured Default by ICE. After exhausting good faith attempts to address any default during the Cure Period and taking into account any extenuating circumstances that might have occurred through no fault of ICE, as determined by the Board of Directors of the Corporation, the following actions must be taken for any default that remains uncured after the Cure Period. a. ICE shall immediately repay all funds paid by Corporation to them under this Agreement. b. ICE shall pay Corporation reasonable attorney fees and costs of court to collect amounts due to Corporation if not immediately repaid upon demand from the Corporation. c. Upon payment by ICE of all sums due, the Corporation and ICE shall have no further obligations to one another under this Agreement. 18. No Waiver. a. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, constitutes a waiver of any subsequent breach of the covenant or condition of the Agreement. b. No waiver of any covenant or condition, or the breach of any covenant or condition of this Agreement, justifies or authorizes the nonobservance on any other occasion of the covenant or condition or any other covenant or condition of this Agreement. c. Any waiver or indulgence of ICE's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time ICE is in default in any of its conditions or covenants of this Agreement, the failure on the part of the Corporation to promptly avail itself of the rights and remedies that the Corporation may have, will not be considered a waiver on the part of the Corporation, but Corporation may at any time avail itself of the rights or remedies or elect to terminate this Agreement on account of the default. 19. ICE specifically agrees that Corporation shall only be liable to ICE for the actual amount of the money grants to be conveyed to ICE and shall not be liable to ICE for any actual or consequential damages, direct or indirect, interest, attorney fees, or cost of court for any act of default by Corporation under the terms of this Agreement. Payment by Corporation is strictly limited to those funds so allocated, budgeted, and collected solely during the grant term of this Agreement. Corporation shall use its best efforts to anticipate economic conditions and to budget accordingly. However, it is further understood and agreed that, should the actual total sales tax revenue collected for any one year be less than the total amount of grants to be paid to all contracting parties with Corporation for that year, then in that event, all contracting parties shall receive only their pro rata share of the available sales tax revenue for that year, less Corporation's customary and usual costs and expenses, as compared to each contracting parties' grant amount for that year, and Corporation shall not be liable to for any deficiency at that time or at any time in the future. In this event, Corporation will provide all supporting documentation, as requested. Payments to be made shall also require a written request from ICE to be accompanied by all necessary supporting documentation. 20. The parties mutually agree and understand that funding under this Agreement is subject to annual appropriations by the City Council; that each fiscal year's funding must be included in the budget for that year; and the funding is not effective until approved by the City Council. 21. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: Company: International Consulting Engineers Attn: Jesus J. Jimenez 555 North Carancahua Street Suite 860 Corpus Christi, Texas 78401 Corporation: City of Corpus Christi Business and Job Development Corporation Attn.: Executive Director 1201 Leopard Street Corpus Christi, Texas 78401 b.A copy of all notices and correspondence must be sent the City at the following address: City of Corpus Christi Attn.: City Manager P.O. Box 9277 Corpus Christi, Texas 78469-9277 c. Notice is effective upon deposit in the United States mail in the manner provided above. 22. Incorporation of other documents. The Type A Guidelines, as amended, are incorporated into this Agreement by reference as if fully set out here in their entirety. 23. Amendments or Modifications. No amendments or modifications to this Agreement may be made, nor any provision waived, unless in writing signed by a person duly authorized to sign Agreements on behalf of each party. 24. Relationship of Parties. In performing this Agreement, both the Corporation and ICE will act in an individual capacity, and not as agents, representatives, employees, employers, partners, joint-venturers, or associates of one another. The employees or agents of either party may not be, nor be construed to be, the employees or agents of the other party for any purpose. 25. Captions. The captions in this Agreement are for convenience only and are not a part of this Agreement. The captions do not in any way limit or amplify the terms and provisions of this Agreement. 26. Severability. a. If for any reason, any section, paragraph, subdivision, clause, provision, phrase or word of this Agreement or the application of this Agreement to any person or circumstance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected by the law or judgment, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. b.To the extent that any clause or provision is held illegal, invalid, or unenforceable under present or future law effective during the term of this Agreement, then the remainder of this Agreement is not affected by the law, and in lieu of any illegal, invalid, or unenforceable clause or provision, a clause or provision, as similar in terms to the illegal, invalid, or unenforceable clause or provision as may be possible and be legal, valid, and enforceable, will be added to this Agreement automatically. 27. Venue. Venue for any legal action related to this Agreement is in Nueces County, Texas. 28. Sole Agreement. This Agreement constitutes the sole Agreement between Corporation and ICE. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 29. Survival of terms of Agreement and obligations of parties. The terms of this Agreement and the obligation of the parties relating to Section 14 shall survive the termination of this Agreement. (Remainder of this page intentionally left blank) Corpus Christi Business & Job Development Corporation By: Bart Braselton President Date: Attest: By: Rebecca Huerta City Secretary Date: Approved as to Legal Form By: Aimee Alcorn-Reed Assistant City Attorney Attorney for Corporation Date: Jimenez Cons i eers, LLC, dba International Consulting Engineers By: Jesus J. Imenez President Date: _c:::�> ,�"258 THE STATE OF TEXAS COUNTY OF NUECES This instrument was acknowledged before me on lY1a1-Ch :6 , 2018, by Jesus J. Jimenez, President, for International Consulting Engineers, a Texas limited liability corporation, on behalf of the corporation. JAM b A�4, JA ,�"V P"!* DEBORAH MARIE TREVINO Notary Public Notary Public,State of Texas State of Texas a P Comm. Expires 11-26-2021 Notary ID 129637767 SC 0 v AGENDA MEMORANDUM NCpgpGppIS First Reading Item for the City Council Meeting of April 17, 2018 1852 Second Reading Item for the City Council Meeting of May 22, 2018 DATE: April 4, 2018 TO: Margie C. Rose, City Manager FROM: E. Jay Ellington, Director, Parks and Recreation Department JayEll@cctexas.com 361-826-3460 SQH Sports & Entertainment Lease CAPTION: Ordinance authorizing execution of 40-year Lease Agreement with SQH Sports and Entertainment, Inc. of approximately 203 acres located near State Highway 286 @ FM 43 for a Regional Sports Complex and other improvements with up to four 5-year extensions; and cancelling the existing lease. PURPOSE: To execute a new 40-year Lease Agreement with SQH Sports and Entertainment, Inc. of approximately 203 acres located near intersection of State Highway 286 at FM 43 for the purpose of constructing and operating a Regional Sports Complex and additional commercial improvements, and authorizing up to four additional 5-year extensions. Upon the effective date of the new 40-year Lease Agreement, the prior agreement between the parties authorized by Ordinance 030993 on October 18, 2016 is cancelled and replaced with the new lease agreement. BACKGROUND AND FINDINGS: The Parks and Recreation Department has been working with SQH Sports and Entertainment, Inc. since January 2015 for the construction and operation of a regional youth sports complex on approximately 68 acres of city property located near the JC Elliot Landfill on Highway 286. The agreement was executed October 18, 2016 to be effective December 18, 2016. An Agreement to Extend Performance Milestones was executed on July 18, 2017 to extend the dates for the performance milestones in the Lease Agreement to allow sufficient time to complete all requirements on the Agreement, including utility development. In November 2017, SQH requested that we consider added acreage to their lease based on additional facility development. The complex will focus on hosting national and regional sports tournaments providing support to the local tourism and economic development industries. In addition, SQH plans to construct additional commercial improvements. The sports complex is the highest and best use for this land. To assist in moving this project forward, the Parks and Recreation Director recommends adding the additional acreage and adjusting the milestone schedule. The new lease requires SQH to relocate the brush collection facility currently located at the property to another City location, and also requires SQH to construct a road through the Premises. All buildings and improvements constructed on the property become the property of the City at the termination of the Lease Agreement. The new lease includes adjusted milestones for completion of the improvements. ALTERNATIVES: 1. Approve or deny OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: Lease Agreements must be approved by City Council. EMERGENCY / NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Parks and Recreation, Legal, Finance FINANCIAL IMPACT: Cost and reimbursement from City are part of the negotiations ❑ Operating ❑ Revenue ❑ Capital X Not applicable Project to Date Fiscal Year: 2017- Expenditures Current 2018 CIP only) Year Future Years TOTALS Line Item Budget Encumbered/ Expended Amount This item BALANCE Fund(s): N/A Comments: None RECOMMENDATION: Staff recommends approval of the Ordinance. LIST OF SUPPORTING DOCUMENTS: Original Lease Agreement approved October 18, 2016 New Lease Agreement Ordinance Ordinance authorizing execution of 40-year Lease Agreement with SQH Sports and Entertainment, Inc. of approximately 203 acres located near State Highway 286 @ FM 43 for a Regional Sports Complex and other improvements with up to four 5-year extensions; and cancelling the existing lease. Be it ordained by the City Council of the City of Corpus Christi, Texas: SECTION 1. The City Manager or her designee is authorized to execute a new 40-year Lease Agreement with SQH Sports and Entertainment, Inc. of approximately 203 acres located near intersection of State Highway 286 at FM 43 for the purpose of constructing and operating a Regional Sports Complex and additional commercial improvements, and authorizing up to four additional 5-year extensions. A copy of the Agreement is on file in the Office of the City Secretary. SECTION 2. That upon the effective date of the new 40 year Lease Agreement, the prior agreement between the parties authorized by Ordinance 030993 on October 18, 2016 is cancelled and replaced with the new lease agreement. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2018, by the following vote: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Debbie Lindsey-Opel That the foregoing ordinance was read for the second time and passed finally on this the day of 2018, by the following vote: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Debbie Lindsey-Opel PASSED AND APPROVED on this the day of 12018. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor Lease Agreement Between CITY OF CORPUS CHRISTI, a home rule city and SQH SPORTS & ENTERTAINMENT, INC., a Texas corporation Dated: 2018 TABLE OF CONTENTS Page ARTICLE 1: DEMISE OF PREMISES AND INTENDED USE...................................................1 ARTICLE 2: DEFINITIONS ..........................................................................................................1 2.1. Effective Date .................................................................................................................. 2 ARTICLE 3: TERM, OPTION TERM...........................................................................................3 ARTICLE 4: PERMITTED USE.....................................................................................................3 ARTICLE 5 UTILITIES & TAXES................................................................................................3 5.1 Utilities.......................................................................................................................................3 5.2 Real and Personal Property Taxes .............................................................................................4 5.3 Rent.........................................................................................................4 5.4 Other Payment.............................................................................................4 ARTICLE 6: INSPECTION PERIOD AND CONTINGENCIES..................................................4 6.1. Preliminary Information .................................................................................................. 4 6.2. Right of Entry; Restoration of Premises and Indemnification by Tenant........................ 4 6.3. Inspection Period. ............................................................................................................ 4 6.4 General Contingencies...................................................................................5 6.5 Title and Survey Contingency..........................................................................5 6.6 Tenant's Election to Proceed...........................................................................6 6.7 Closing.....................................................................................................6 6.8 Acceptance of Premises Disclaimer...................................................................7 ARTICLE 7. Permitting and fees.....................................................................................................7 ARTICLE 8: CONSTRUCTION OF IMPROVEMENTS; REPAIRS AND MAINTENANCE; ALTERATIONS AND IMPROVEMENTS ....................................................8 ARTICLE9: LIENS ......................................................................................................................12 ARTICLE 10: INSURANCE AND INDEMNITY.......................................................................12 10.1. Tenant's Insurance......................................................................................................... 12 10.2. Exculpation of Landlord................................................................................................ 13 10.3. Tenant's Indemnification of Landlord........................................................................... 13 10.4 Tenant's Property........................................................................................................... 14 ARTICLE 11: DAMAGE AND DESTRUCTION........................................................................14 ARTICLE 12: CONDEMNATION...............................................................................................14 12.1. Complete Taking............................................................................................................ 14 12.2. Partial Taking Rendering Premises "Untenantable........................................................ 14 12.3. Partial Taking Not Rendering Premises "Untenantable................................................. 15 12.4. Allocation of Condemnation Award.............................................................................. 15 ARTICLE 13: BANKRUPTCY ....................................................................................................16 ARTICLE 14: ASSIGNMENT AND SUBLETTING..................................................................16 ARTICLE 15: EVENTS OF DEFAULT; REMEDIES.................................................................17 15.1. Events of Default........................................................................................................... 17 i 15.2. Remedies........................................................................................................................ 17 ARTICLE 16: QUIET ENJOYMENT AND OPERATIONS AT PREMISES ............................17 16.1. Covenant of Quiet Enjoyment ....................................................................................... 17 16.2. Right to Possession. ....................................................................................................... 18 16.3 Operations at the Premises..................................................................18 ARTICLE 17: TRADE FIXTURES..............................................................................................20 ARTICLE 18: LEASEHOLD MORTGAGE................................................................................20 ARTICLE 19: HAZARDOUS SUBSTANCE OR WASTE.........................................................20 19.1. Definitions. ................................................................................................................... 20 19.2. Landlord's Representation and Warranty. ..................................................................... 21 19.3. Tenant Indemnification.................................................................................................. 21 19.4. Survivability................................................................................................................... 22 ARTICLE 20: REAL ESTATE COMMISSIONS ........................................................................22 ARTICLE 21: NOTICES AND DEMANDS ................................................................................22 ARTICLE 22: GENERAL PROVISIONS ....................................................................................23 23.1. Binding on Successors................................................................................................... 23 23.2. Severability .................................................................................................................... 23 23.3. Entire Agreement........................................................................................................... 23 23.4. Captions ......................................................................................................................... 23 23.5. No Waiver...................................................................................................................... 23 23.6. Holdover ........................................................................................................................ 24 23.7. Time of Essence............................................................................................................. 24 23.8. Governing Law.............................................................................................................. 24 23.9. Counterparts................................................................................................................... 24 23.10. No Third Party Rights.................................................................................................... 24 23.11. Interpretation.................................................................................................................. 24 23.12. Short Form Lease........................................................................................................... 24 23.13. Estoppel Certificates...................................................................................................... 24 23.14. Due Authorization.......................................................................................................... 24 23.15. Relationship of Parties................................................................................................... 25 23.16. Authorization ................................................................................................................. 25 23.17. Incorporation of Exhibits............................................................................................... 25 23.18. Anti-Terrorism Warranties............................................................................................. 25 23.19 Disclosure of interests.........................................................................25 23.20 Publication......................................................................................26 ii 111 LIST OF EXHIBITS EXHIBIT A Legal Description of 67.69 acre tract EXHIBIT B Legal Description of 30.22 acre tract EXHIBIT C Legal Description of 105.39 acre tract EXHIBIT D Site Plan EXHIBIT E 82.60 Acres Outside of the One Hundred Year Floodplain EXHIBIT F Notice of Election EXHIBIT G Memorandum of Lease EXHIBIT H Mortgagee Protection Provisions EXHIBIT I Insurance iv STATE OF TEXAS COUNTY OF NUECES LEASE AGREEMENT This LEASE AGREEMENT (the "Lease") is made and entered into as of the Effective Date (defined below) by and between CITY OF CORPUS CHRISTI, a home rule city (the "Landlord'), and SQH SPORTS & ENTERTAINMENT, INC., a Texas corporation (the "Tenant'), for the purpose of constructing and operating a Regional Youth Sports Complex to build sports related tourism by hosting multi-day and multi-sport regional, state and national tournaments and events in effort to increase city hotel occupancy and sales tax revenues. The parties to this Lease may be referred to individually herein as"Party" or collectively herein as the "Parties." RECITALS A. Landlord is the fee simple owner of that certain 67.69 acre parcel of unimproved land, more or less, located near intersection of State Highway and FM 43 (Weber Road)in Corpus Christi, Nueces County, Texas as shown on Exhibit A , that certain 30.22 acre parcel of unimproved land, more or less, located near intersection of State Highway and FM 43 in Corpus Christi, Nueces County, Texas as shown on Exhibit B, and also that certain 105.39 acre tract of land, more or less, also located near intersection of State Highway and FM 43 (Weber Road) in Corpus Christi, Nueces County, Texas, as shown on Exhibit C. Together, the tracts of land described in Exhibit A, Exhibit B, and Exhibit C are referred to herein as the "Land' . B. The City previously leased the property described on Exhibit A to Tenant. C. The Parties desire for Landlord to revise and replace the lease to include the additional property described on Exhibit B and Exhibit C, for revised total acreage of approximately 203.3 acres, and to permit Tenant to construct and operate the Improvements (defined herein) on the Premises in accordance with this Lease. NOW, THEREFORE, in consideration of the premises set forth above, the rent to be paid, the mutual covenants and agreements of the Parties set forth below, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged by the Parties, the Parties agree as follows: ARTICLE 1: DEMISE OF PREMISES For good and valuable consideration stated herein, the receipt and sufficiency are hereby acknowledged, including but not limited to the performance by Tenant of the terms herein including the construction of improvements described herein,Landlord demises and lets to Tenant, and Tenant leases from Landlord, the Land, including any structures or improvements presently located thereon (collectively, the "Premises"). 1 ARTICLE 2: DEFINITIONS 2.1 In addition to terms defined elsewhere in this Lease, the following terms, for the purposes of this Lease, shall have the meanings set forth below: "Closing" shall have the meaning ascribed to it in Section 6.7. "Commitment" shall have the meaning ascribed to it in Section 6.5. "Cure Period" shall have the meaning ascribed to it in Section 15.1. "Director" shall mean the Director of Parks and Recreation or designee, The"Effective Date" of this Lease for purposes of measuring performance hereunder shall be the sixty-first day after final approval by the Corpus Christi City Council. "Event of Default" shall have the meaning ascribed to it in Section 15.1. "Improvements" means the Regional Youth Sports Complex Improvements defined in Section 8.2 and also the "Other Commercial Improvements" defined in Section 8.4.------ "Laws" shall have the meaning ascribed to it in Section 8.1. "Lease" means this Lease Agreement between the City of Corpus Christi, Texas and SQH Sports & Entertainment, Inc. "New Survey" shall have the meaning ascribed to it in Section 6.5 "Option Term" shall have the meaning ascribed to it in Article 3. "Permitted Exceptions" shall have the meaning ascribed to it in Section 6.5. "Permitted Transfer" shall have the meaning ascribed to it in Article 14. "Preliminary Information" shall have the meaning ascribed to it in Section 6.1. "Premises" shall have the meaning ascribed to it in Article 1. "Renewal Notice" shall have the meaning ascribed to it in Article 3. "Site Plan" is shown on Exhibit D attached hereto and made part hereof. "Survey" shall have the meaning ascribed to it in Section 6.1. "Taking" shall have the meaning ascribed to it in Article 12. "Term" shall have the meaning ascribed to it in Article 3. 2 "Title Company" shall have the meaning ascribed to it in Section 6.4. "Title Defects" shall have the meaning ascribed to it in Section 6.5 "Title Policy" shall have the meaning ascribed to it in Section 6.7. "TLTA" means the Texas Land Title Association. ARTICLE 3: TERM, OPTION TERM This Lease shall be effective as a contract between the Parties as of the Effective Date,with the term hereof("Term") commencing upon the Effective Date and expiring on the last day of the calendar month in which the fortieth (40th) anniversary of the Effective Date occurs, unless terminated as herein provided. Upon the effective date of this Lease, the prior lease between the parties approved by City Council on October 18, 2016 is hereby terminated and replaced by this Lease. Landlord and Tenant may mutually agree to extend the Term by up to four additional periods of five (5) years (each 5-year period referred to as an "Option Term"), upon Tenant delivering written notice of its request to renew (the "Renewal Notice")to Landlord no later than six (6)months, before the expiration of the original forty (40)year Term. Upon Landlord's receipt of Tenant's Renewal Notice,Landlord shall notify Tenant within sixty(60)days whether the Lease will be renewed for an additional Option Term. ARTICLE 4: PERMITTED USE The primary permitted use for this Lease,between Landlord and Tenant,is to enable Lessee to utilize Premises to construct, operate, repair and maintain a regional youth sports complex within the property described in Exhibit B and Exhibit C,to build sports related tourism by hosting multi-day and multi-sport regional, state and national tournaments and events in effort to increase city hotel occupancy and sales tax revenues. In addition, the secondary permitted use for this Lease, between Landlord and Tenant, is to enable Lessee to construct or cause to be constructed commercial improvements, to be located within the property described in Exhibit A. Such commercial improvements may be used for a sporting attraction, restaurants, hotels, ER centers, convenience stores, and fast food facilities. Tenant has provided a preliminary Site Plan which is attached and incorporated as Exhibit D that includes commercial improvements which have been approved by Director. Tenant shall not use or allow use of the Premises for any other purposes without Director's prior written approval, which approval shall not be unreasonably withheld. Director shall provide such approval within ten (10) business days of submittal by Tenant. If Director fails to respond within such ten(10)business days, then such use is deemed accepted and approved. ARTICLE 5: UTILITIES, TAXES, RENT,AND OTHER PAYMENTS 5.1. Utilities. During the Term Tenant will make all arrangements for obtaining service contracts and shall pay for all utilities (including without limitation electricity, water, gas, sewer and telephone service) and services furnished to, or to be used on, the Premises and/or in connection with the Improvements, and for all service commencement charges and meter reading fees. Such charges and expenses shall be paid by Tenant promptly and without delinquency directly to the utility companies or other entities to which such charges and fees are payable. 3 Tenant shall comply with the Landlord's water conservation measures which are enacted pursuant to City ordinance. All utilities installed by Tenant must be done in compliance with all applicable City Codes and regulations including but not limited to the requirement at Unified Development Code Sections 8.5.2.17 which provides that when property requesting wastewater service is located outside the City limits, the property owner shall agree to annex or sign a contract to annex such property prior to wastewater service being made available. In addition, reimbursement for a lift station installed by Tenant or any other developer shall only be made upon compliance with the Unified Development Code, which requires prior City Council approval of a separate reimbursement agreement prior to start of construction. Finally, per the Unified Development Code, the Tenant's or any other developer's application for reimbursement may not be considered until an amendment to the applicable Master Plan has been approved by the City Council. Eligibility for participation in reimbursement for public improvements such as streets, water, and wastewater shall be subject to existing City codes and ordinances. 5.2 Real and Personal Property Taxes. During the Term and any Option Term, Tenant shall pay all real and personal property taxes, if any, levied upon the Premises or the leasehold created by this Lease, levied upon Tenant's personal property on the Land and/or levied upon the Improvements, before the date on which such taxes would be delinquent. 5.3 Rent. In consideration of leasing the Premises, Tenant agrees to pay Landlord, during the Term, annual rent of$1.00, the receipt of which is hereby acknowledged. 5.4 Other Payment. As additional consideration for the leasing the Premises, Tenant agrees to: A. perform all work necessary to relocate the Solid Waste department operation from the Premises to another site designated by the City, and to include all elements as detailed by the Director of Solid Waste Operations; B. perform all work necessary to design and construct a roadway generally as detailed in Exhibit D and in conformance with applicable laws and codes including but not limited to City road construction standards and applicable City plans; and C. cooperate in the design, construction and operation of a public hike and bike trail on the Premises as generally detailed in Exhibit D and allow public access for use of the trail during mutually agreed upon times. ARTICLE 6: INSPECTION PERIOD AND CONTINGENCIES 6.1. Preliminary Information. Within five (5) business days following the Effective Date,Landlord shall provide to Tenant the following information in Landlord's possession related to the Premises that may assist Tenant in its inspection of the Premises (the "Preliminary Information"): Special Warranty Deed recorded in the Official Public Records of Nueces County Texas as document #941343, a survey of the Premises (the "Survey") and the State of Texas Miscellaneous Easement Number ME950040, each of which have been previously received by Tenant. 4 6.2. Right of Entry; Restoration of Premises and Indemnification by Tenant. Tenant and its consultants and agents are granted and shall have full right of entry upon the Land up to and including the termination date of this Lease as reasonably necessary to perform surveys and otherwise conduct due diligence tests and inspections of the Premises. If this Lease terminates prior to Tenant's construction of the Improvements, Tenant will restore the Land so that the Premises are in substantially the same condition as existed prior to any inspections, surveys and tests performed by or for Tenant as permitted herein. Tenant specifically agrees to defend, indemnify and save and hold Landlord harmless from and against any loss, damage, liability, suit, claim, cost or expense (including reasonable attorneys' fees) caused by the acts of Tenant, its consultants, agents or assigns, in the exercise of such right of entry, which indemnity will survive termination of this Lease. The foregoing restoration obligations and indemnity do not apply to any matters or conditions of the Land merely discovered or uncovered in the course of any inspections, surveys or tests. 6.3. Inspection Period. Tenant shall have until 11:59 p.m. central time on the date that is Sixty (60) days after the Effective Date (the "Inspection Period') in which to complete, at Tenant's expense, any and all physical inspections and other investigations of and concerning the Premises as Tenant, in its sole discretion, may deem appropriate. Tenant's inspections and investigations may include, without limitation, determination by Tenant as to the sufficiency of the Premises with respect to zoning, soil and environmental conditions, utilities, title, licenses, permits, easements and parking in connection with the Intended Use; provided, however, that notwithstanding any provision of this Lease to the contrary, Tenant shall not have the right to undertake any environmental testing beyond the scope of a standard"Phase II" environmental site assessment without the prior written consent of Landlord,which consent shall not be unreasonably withheld, conditioned or delayed. Tenant shall diligently pursue from the applicable governmental authorities all permits needed for the Intended Use. In the event that the results of the inspections, investigations and evaluations are,in Tenant's sole and absolute discretion,unacceptable to Tenant or Tenant decides, in Tenant's sole discretion, that the Premises is unsuitable for any reason or no reason at all,then Tenant shall not provide the Notice of Election(as hereinafter defined),in which event this Lease shall be terminated, and neither party shall have any further liability under this Lease except for such matters which are expressly designated to survive the termination hereof. 6.4. General Contingencies. Each of the following contingencies shall be satisfied as an express condition to this Lease, unless otherwise noted herein: a. Tenant obtaining at Tenant's expense and prior to the expiration of the Inspection Period all necessary permits and governmental and private party approvals determined by Tenant to be necessary or advisable for the operation of the Premises and Improvements as a Regional Youth Sports Complex b. Prior to the expiration of the Inspection Period, Tenant (ii) obtaining environmental reports satisfactory to Tenant, at Tenant's expense,including but not limited to, acceptable environmental assessment(s), acceptable soil tests, and an acceptable topographical survey, reflecting that there are no recognized environmental conditions or other environmental matters for which remediation is recommended, or with respect to which additional testing needs to be performed or is recommended; and (iii) confirming the Land has legal access as shown on the Site Plan and sufficient for the Intended Use. 5 C. Tenant receiving prior to the expiration of the Inspection Period, at Tenant's expense a commitment for a TLTA leasehold title insurance policy from a title company reasonably acceptable to Tenant(the "Title Company"), with all Title Defects (as defined in Section 6.5 below)being satisfied or waived as provided in Section 7.6 below. In the event that any of the contingencies provided for in this Section 6.4 are not timely satisfied, and Tenant does not provide the Notice of Election (defined in Section 6.6 below), then this Lease shall be terminated and neither Party shall have any further liability under this Lease, except for such matters which are designated to survive the termination hereof. 6.5. Title and Survey Contingency. Within thirty (30) days after the Effective Date, Landlord shall furnish Tenant at Tenant's expense with a commitment for a TLTA leasehold title insurance policy from the Title Company,together with complete and legible copies of Landlord's vesting deed and all requirement and exception documents referenced therein (collectively, the "Commitment"). Upon and after the Effective Date, Landlord shall not create or consent to any new document or matter which would affect the title to the Premises without Tenant's express written consent. During the Inspection Period, Tenant may obtain a new ALTA/ACSM Land Title Survey of the Premises from a surveyor reasonably acceptable to Tenant(the "New Survey"). Within forty-five days after Tenant's receipt of both the Commitment, Tenant shall notify Landlord of(i) any liens, encumbrances, exceptions, qualifications or other matters of or affecting title, and (ii) any matters, circumstances, or conditions disclosed by the Survey or New Survey which are not acceptable to Tenant (the "Title Defects"). Landlord shall notify Tenant within ten (10) days following its receipt of the list of Title Defects which, if any, of such Title Defects Landlord will attempt to cure. If Landlord declines to attempt to cure one (1) or more Title Defect(s), Tenant may terminate this Lease by notice in writing delivered to Landlord prior to the expiration of the Inspection Period. If Tenant fails to notify Landlord of Title Defects, or fails to terminate the Lease after giving such notice, the Title Defects, to the extent Landlord declined to attempt to cure, shall be deemed"Permitted Exceptions." In the event Landlord fails to eliminate or otherwise resolve, to the reasonable satisfaction of Tenant, one (1) or more Title Defects that Landlord agreed to attempt to cure in its response to Tenant, then Tenant may either: (i)terminate this Lease; or (ii) waive Tenant's objection(s) to such uncured Title Defect(s) and lease the Premises. In the event of such waiver, all such matters not cured shall be deemed Permitted Exceptions. If at any time after Tenant receives the initial Commitment, Tenant discovers new Title Defects not present in the initial Commitment, Tenant shall have the right to deliver a supplemental notice of such new Title Defects to Landlord within thirty (30) days following Tenant's discovery of such Title Defects. Landlord shall notify Tenant within ten (10) days following its receipt of any supplemental notice of Title Defects which, if any, Landlord will attempt to cure and if Landlord declines to cure, or if Landlord agrees to cure but fails to cure such new Title Defects to Tenant's reasonable satisfaction within thirty (30) days after receipt of Tenant's supplemental notice, then Tenant shall have the right to terminate the Lease (notwithstanding that Tenant may have already delivered the Notice of Election) or Tenant may, in its discretion, waive such objections and continue under the Lease. 6.6. Tenant's Election to Proceed. If Tenant has determined that it does not wish to terminate the Lease in accordance with Section 6.3, Section 6.4 or Section 6.5, it will deliver to Landlord on or before the expiration date of the Inspection Period the executed notice of election 6 attached hereto as Exhibit F (the "Notice of Election"). Tenant's failure to deliver the Notice of Election by such time will be construed as its election to terminate the Lease on the final day of the Inspection Period. 6.7. Closing. If Tenant has not terminated this Lease and the Lease has not been automatically terminated in accordance with Section 6.6, Landlord and Tenant will proceed to close (the "Closing") Tenant's purchase of the leasehold title insurance policy that is the subject of the Commitment (the "Title Policy") within thirty (30) days of the date Tenant delivers the Notice of Election. (a) At the Closing, the Landlord shall duly execute and deliver to the Title Company: (i) any curative documents necessary to cure the Title Defects which Landlord agreed to cure, if any, to the extent not already recorded; and (ii) any documents and instruments required from Landlord under the Commitment as a condition to the issuance of the Title Policy or otherwise reasonably requested by the Title Company. (b) At the Closing, the Tenant shall pay the premium for the Title Policy, and shall duly execute and deliver to the Title Company any documents and instruments required from Tenant under the Commitment from the Tenant as a condition to the issuance of the Title Policy or otherwise reasonably requested by the Title Company. If necessary to conform the legal description of the Land or as otherwise required by the Title Company, the Parties shall also duly execute and deliver at Closing an amendment to this Lease correcting any errors in the legal description. 6.8 Acceptance of Premises Disclaimer: A. TENANT ACKNOWLEDGES THAT IT IS LEASING THE PREMISES "AS IS" WITH ALL FAULTS AS MAY EXIST IN, ON, OR UNDER THE PREMISES, INCLUDING BUT NOT LIMITED TO DEBRIS, MULCH, CONCRETE AND CONSTRUCTION MATERIALS LOCATED AT THE PREMISES,AND THAT NEITHER LANDLORD, NOR ANY EMPLOYEE OR AGENT OF LANDLORD, HAS MADE ANY REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION OF SUCH PREMISES. B. TENANT HEREBY WAIVES ANY AND ALL CAUSES OF ACTION, CLAIMS, DEMANDS, AND DAMAGES BASED ON ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF SUITABILITY FOR A PARTICULAR PURPOSE, ANY AND ALL WARRANTIES OF HABITABILITY, AND ANY OTHER IMPLIED WARRANTIES NOT EXPRESSLY SET FORTH IN THIS LEASE. C. TENANT ACKNOWLEDGES AND AGREES THAT TENANT HAS BEEN PROVIDED, TO ITS SATISFACTION, THE OPPORTUNITY TO INSPECT THE PREMISES FOR ANY DEFECTS AS TO THE SUITABILITY OF SUCH PROPERTY FOR 7 THE PURPOSE TO WHICH TENANT INTENDS TO USE THE PREMISES, AND IS RELYING ON ITS OWN INSPECTION. TENANT HAS BEEN ADVISED THAT THE LAND CONTAINS FLOODWAY AREAS. D. TENANT ACKNOWLEDGES THAT ANY AND ALL STRUCTURES AND IMPROVEMENTS EXISTING ON THE PREMISES ON THE COMMENCEMENT DATE, IF ANY, ARE ACCEPTED "AS IS" WITH ANY AND ALL LATENT AND PATENT DEFECTS AND THAT THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY LESSOR WITH RESPECT THERETO. TENANT ACKNOWLEDGES THAT IT IS NOT RELYING UPON ANY REPRESENTATION, STATEMENT OR OTHER ASSERTION BY LANDLORD WITH RESPECT TO ANY EXISTING STRUCTURES OR IMPROVEMENTS,BUT IS RELYING ON ITS EXAMINATION THEREOF. E. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE. ARTICLE 7: PERMITTING AND FEES; AND REZONING Subject to Tenant complying with all applicable laws, Landlord agrees to cooperate with Tenant to expeditiously process permits,including plat applications, zoning, site plan applications, building permit applications, building and construction inspections required for the Premises to be in a state of completion. Tenant shall be responsible to pay all applicable application and permitting fees. Landlord agrees to pursue rezoning of Premises for use of the Land as a regional youth sports complex consistent with this Lease. The parties acknowledge that such requested rezoning may consist of CG2 zoning designations for the Premises. ARTICLE 8: CONSTRUCTION OF IMPROVEMENTS; REPAIRS AND MAINTENANCE; ALTERATIONS AND IMPROVEMENTS 8.1. Construction of Improvements. Tenant shall use good faith efforts, subject to events beyond Tenant's reasonable control which render its performance hereunder commercially impracticable, to construct or cause to be constructed on the Land the buildings and other site improvements needed from time to time and as determined in Tenant's sole discretion (including any monument or pylon signs) for the purposes described herein (collectively, the "Improvements"), subject to the provisions and requirements of this Lease and of all government agencies having jurisdiction thereover. Tenant will perform all construction, including alterations and improvements referenced below in material compliance with all applicable laws, statutes, ordinances, codes, rules, regulations, and directives (collectively, "Laws"), including, but not limited to, the Americans with Disabilities Act, the Military Airport Zoning Ordinance and ordinances of the Airport Zoning Commission, and only after obtaining and maintaining in full force and effect all necessary licenses and permits. The construction and installation of the Improvements by Tenant shall be completed in a good and workmanlike manner. The cost of the Improvements and any fines imposed for failure of Tenant to comply with applicable Laws shall be borne solely by Tenant. 8 8.2. Specific Improvements for the Regional Youth Sports Complex. Specifically, the "Regional Youth Sports Complex Improvements" are to be located on the land described in Exhibit B and Exhibit C and shall consist of the following: • 11 outdoor fields for soccer, lacrosse, and flag football • 12 baseball/softball diamonds, capable of adjusting for age of participants and particular sport • 10 sand volleyball pits • Concessions at fields and fieldhouse • Children's outdoor play area • Fieldhouse that will host a minimum of 6 full-size basketball courts, 12 volleyball courts, and a cheer area • Outdoor Picnic Area • 5,000 square foot restaurant • Admissions and Administration offices 8.3 Performance Milestones for Regional Youth Sports Complex Improvements. Tenant agrees to complete the following performance milestones by the dates shown below with all dates running from the Effective Date. The determination of Tenant's successful compliance with these Performance Milestones is within the sole determination and discretion of the Director of Parks and Recreation, whose approval shall not be unreasonably withheld. Tenant agrees to provide Director of Parks and Recreation with documentation of completion of each Performance Milestone, subject to review and approval of Director of Parks and Recreation. Failure to timely and successfully complete a Performance Milestones shall be considered an "Event of Default" and subject to further action under Article 15. A. Within six months from the Effective Date, Tenant demonstrates to the satisfaction of the Director of Parks and Recreation that all utilities for the Premises have been approved in accordance with the Unified Development Code. B. Tenant secures funding for construction of Regional Youth Sports Complex Improvements listed above within nine (9) months from the Effective Date. C. Tenant completes final design of all Regional Youth Sports Complex Improvements within 13 months from the Effective Date. D. Tenant begins construction of the Regional Youth Sports Complex Improvements within 14 months from the Effective Date. 9 E. Tenant substantially completes construction of Regional Youth Sports Complex Improvements within 27 months from the Effective Date. F. Tenant begins operations of major components of Regional Youth Sports Complex Improvements within 29 months from the Effective Date. 8.4. Additional Commercial Improvements. Tenant shall construct the "Other Commercial Improvements" to be located on the land described in Exhibit A, which will include but not be limited to the following: • Sporting attraction; • Hotel(s); • ER services; • Restaurants; • Convenience stores; • Fast food outlets 8.5.Performance Milestones for the Other Commercial Improvements. Tenant agrees to complete the following performance milestones by the dates shown below. The determination of Tenant's successful compliance with these Performance Milestones is within the sole determination and discretion of the Director of Parks and Recreation, whose approval shall not be unreasonably withheld. Tenant agrees to provide Director of Parks and Recreation with documentation of completion of each Performance Milestone, subject to review and approval of Director of Parks and Recreation. Failure to timely and successfully complete a Performance Milestones shall be considered an"Event of Default" and subject to further action under Article 15. A. Tenant demonstrates to the satisfaction of the Director of Parks and Recreation that all utilities for the Premises have been approved in accordance with the Unified Development Code within 6 months from the Effective Date. B. Tenant secures funding for construction of Other Commercial Improvements listed above within 9 months from the Effective Date. C. Tenant completes final design for the Other Commercial Improvements within 13 months from the Effective Date. D. Tenant begins construction for the Other Commercial Improvements within 14 months from the Effective Date. 10 E. Tenant substantially completes construction of the Other Commercial Improvements within 27 months from the Effective Date. F. Tenant begins operations of major components of the Other Commercial Improvements within 29 months from the Effective Date. 8.6 Performance Milestone Extensions. Notwithstanding anything in this Lease to the contrary,the Parties agree and understand that failure to enter into a mutually agreeable utility line agreement to provide proper utilities to the Premises within six months from the Effective Date shall be grounds for either party to terminate this Lease upon written notice, and at no cost or liability to the other party. Landlord agrees to allow said utility line be a private line separate from the Wastewater Master Plan if needed. Further, notwithstanding anything in this Lease to contrary, the Parties agree and understand that the above-stated performance milestones do not go into effect until the Urban Transportation Plan, and any amendments thereto, and the Wastewater Master Plan, along with any amendments thereto, have been approved by the proper authorities of the City of Corpus Christi. Extensions to the above stated performance milestones may be administratively approved by letter agreement signed by the Director of Parks and Recreation. 8.7 Construction at the Premises A. No construction or modifications may be made at the Premises, and no drilling, excavation, or penetration of the soil surface may be conducted at the Premises without the prior written approval of the Director of Parks and Recreation ("Director"), whose approval shall not be unreasonably delayed. Tenant shall not make any additions or alterations to the Premises or to any Improvements without the Director's prior written approval. If approved, Tenant must obtain clearance, in writing, from the City's Risk Management Department ("Risk Management") that the proposed addition or alteration will be covered under the insurance policy in force during the term of this Lease before proceeding with any type of addition or alteration to the Premises or to the Improvements. B. All additions or alterations must be made at Tenant's expense. Tenant must provide proof to the Director of sufficient funds on hand to complete the construction. All additions or alterations installed by Tenant must be repaired or replaced at Tenant's expense and may be removed by Tenant at the expiration or termination of the Lease only if they may be removed without damaging the Premises or any Improvements. All additions or alterations made by Tenant which are not removed at the expiration or termination of this Lease become the property of the City without necessity of any legal action. C. The plans and specifications for all additions or alterations shall be prepared by state- licensed architects or engineers. The Improvements must be designed and constructed to meet American Sports Builder Association guidelines and American Society for Testing Material standards, and all applicable laws, statutes, ordinances, codes, rules, regulations and directives, collectively "Laws", including but not limited to the Americans with Disabilities Act, the Military Airport Zoning Ordinance and ordinances of the Joint Airport Zoning Board. The plans and specifications must be approved in writing by the Director of Capital Programs or designee prior to construction. The plans and specifications must be prepared to ensure that any runoff from the Premises does not negatively impact Oso Creek. The plans and specifications must be in II compliance with all current federal and state permits and easements related to Oso Creek,including but not limited to State of Texas Miscellaneous Easement No. ME950040, a copy of which has been provided to Tenant, and also USACE Mitigation Area Permit No. 20186 which is referenced in said Miscellaneous Easement. D. A payment bond is required for construction contracts that exceed$25,000. A performance bond is required for construction contracts that exceed $100,000. The bond(s) shall be made with the City as the obligee. E. Lessee shall ensure that an indemnity clause acceptable to the City is included in all construction contracts. F. All construction contracts must be approved in writing by the Director of Engineering or designee. All construction contracts must include terms regarding the City's ability to inspect, reject and accept the work. G. Tenant shall include in all construction contracts for the Improvements,in large,bold face text: "Contractor does hereby agree to release, indemnify, defend and hold harmless City of Corpus Christi, and all of its officials, officers, agents and employees, in both their public and private capacities, from and against any and all liability, claims, losses, damages, suits, demands or causes of action including all expenses of litigation and/or settlement,court costs and attorney fees which may arise by reason of injury to or death of any person or for loss of, damage to, or loss of use of any property occasioned by error, omission, or negligent act of contractor, its officers, agents, employees, subcontractors, invitees or any other person arising out of or in connection with the performance of the construction contract, and contractor shall at his or her own cost and expense defend and protect the City of Corpus Christi from any and all such claims and demands." H. Tenant shall also require the contractors in all construction agreements for the Improvements to furnish insurance in such amounts as specified in the attached insurance exhibit. 8.8 Repairs and Maintenance. Subject to the provisions of Article 11, Tenant agrees that during the Term it will, at its expense and without any expense to Landlord, promptly make all necessary repairs to or replacements of the Improvements and all parking areas, sidewalks, curbs, lawns, lighting,irrigation and landscaping on the Land, and maintain the Premises and the Improvements, in accordance with all applicable Laws, and in good condition and repair. Tenant shall, at all times during the Term, assure that the Premises and the Improvements are in compliance with all applicable Laws. Tenant shall not commit waste with respect to the Premises. The Parties intend that Landlord have no obligation, in any manner whatsoever, to repair and maintain the Premises or the Improvements or any equipment therein or thereon, whether structural or non-structural, during the Term, all of which obligations are imposed on Tenant. 8.9 Alterations and Improvements. After construction of the agreed Improvements as shown on the Site Plan, Tenant may, at its expense and with the prior written consent of Landlord acting through its City Manager (i) make changes or alterations, structural or otherwise, to the Premises 12 and to the exterior and interior of the Improvements; and (ii) erect, construct or install upon the Land buildings and improvements in addition to those now or hereafter located thereon. 8.10 Ownership of Buildings, Improvements, and Fixtures. Any and all buildings, improvements, additions, alterations, and fixtures, except Trade Fixtures (as defined herein), constructed,placed, or maintained on any part of the Premises during the Term shall be considered part of the real property of the Premises and shall remain on the Premises and become the property of Landlord on termination of this Lease. 8.11 Right to Remove Trade Fixtures. Tenant shall have the right at any time during Tenant's occupancy of the Premises, or within a reasonable time thereafter, to remove any and all Trade Fixtures (as defined herein), owned or placed by Tenant, its sublessees or licenses, in or on the Premises, or acquired by Tenant, whether before or during the Term, but prior to the termination of the Lease. Tenant must repair any damage to the Premises to any buildings or improvements on the Premises resulting from such removal. Any such personal property items which are not removed by the termination date of the Lease shall become the property of Landlord as of that date. 8.12 Naming and Other Rights. A. Tenant shall have the full right to provide a name or names for the Rgional Youth Sports Complex during the Term of this Lease; provided, however, that except for city names which are incorporated into the brand name of any nationally or regionally offered product or service (such as, by way of example and not limitation, "Seattle's Best" coffee, or "Boston Market" goods), Tenant shall display no reference to any country or to any city other than the City in any signage, advertising, and other identification monuments or visible media containing the name used by or identifying the regional youth sports complex facility on the Premises. B. Tenant agrees to use a name for the regional youth sports complex that is appropriate for a City-owned facility. C. Within thirty (30) days after the Tenant's disclosure to the City of the name of the regional youth sports complex, the City shall have the right to disapprove and thus prohibit such name for the regional youth sports complex (including the name for any part of the regional youth sports complex) if the City Council reasonably deems such name to be in bad taste or offensive to the City's image or a potential source of embarrassment to the City. D. Any advertising, documents or media information prepared by or within the control of Tenant describing any event at the regional youth sports complex shall identify the City as the location of the regional youth sports complex. E. Without limiting the foregoing, Tenant shall have the exclusive right to contract with any person with respect to use and enjoyment of such name for the regional youth sports complex and the exclusive right to enter into such agreements with others whereby such others may display names, logos, trademarks, advertisements, slogans, emblems, brand names, and the like in or about the Premises. 13 F. Tenant reserves the right to change the name of the regional youth sports complex from time to time. G. Tenant also retains exclusive control over, and the right to grant to others, the rights to broadcasts to and from the Premises,regardless of the medium used(e.g.television,radio,internet, satellite) and all revenues therefrom. H. Any agreement executed by Tenant that sells the right to name the regional youth sports complex shall provide that should the party to whom said right has been sold perform or be the subject of any Act of Bankruptcy, Landlord shall have the right to immediately terminate such agreement and have the right to seek a new agreement with respect to the naming rights for the regional youth sports complex. I. Notwithstanding anything herein to the contrary, the naming rights shall be subject to and subordinate to this Lease Agreement. ARTICLE 9: LIENS Tenant shall keep the Premises free from any liens arising out of any work performed, materials furnished or obligations incurred by Tenant, and shall indemnify, protect and hold harmless Landlord from any liens and encumbrances arising out of any work performed or materials furnished by or at the direction of Tenant. If, at any time during the Term, any interest of Landlord or Tenant in the Premises becomes subject to a lien for labor or materials furnished to Tenant in the repair or improvement of the Premises, within thirty (30) days after Tenant's receipt of written notice informing Tenant of the recording of such lien, Tenant shall cause the lien to be bonded or discharged, and shall otherwise defend and hold Landlord harmless on account thereof, provided, however, that if Tenant desires in good faith to contest the validity or correctness of any such lien, it may do so, and Landlord shall cooperate to whatever extent may be necessary, provided only that Tenant shall defend and indemnify Landlord against any costs, loss, liability or damage on account thereof, including reasonable attorneys' fees. The interest of Landlord in the Premises shall not be subject to liens for improvements made by or for the account of Tenant, for which Tenant shall provide due notice to all parties who provide any services or materials with respect to any work on the Premises. ARTICLE 10: INSURANCE AND INDEMNITY 10.1. Tenant's Insurance. Tenant shall obtain, maintain and keep in force, or cause to be obtained, maintained and kept in force, for the period commencing upon delivery of the Premises to Tenant and continuing thereafter during the Term, insurance as required by the attached Exhibit I — Tenant's Insurance Requirements. The City reserves the right to adjust types and amounts of insurance required upon 30 days' written notice. 10.2. Exculpation of Landlord. It is expressly understood and agreed by and between Landlord and Tenant that Landlord shall have no liability for damage or injury to any person or property in, on or about the Premises or the Improvements caused by or resulting from acts or omissions of any tenant, occupant,licensee or invitee of or on the Premises,unless(i) such damage or injury is caused by or results from the negligence or willful misconduct of Landlord or Landlord's agents, employees, representatives, or contractors and (ii) Landlord is responsible for 14 such damage under the Texas Tort Claims Act. Nothing in this Lease shall waive any defenses or immunities available to Landlord. 10.3. Tenant's Indemnification of Landlord. NOTWITHSTANDING THE LIMITS OF INSURANCE SPECIFIED HEREIN, TENANT SHALL INDEMNIFY AND HOLD LANDLORD, ITS OFFICERS, AGENTS AND EMPLOYEES ("INDEMNITEES") HARMLESS OF, FROM, AND AGAINST ALL CLAIMS, DEMANDS, ACTIONS, DAMAGES, LOSSES, COSTS, LIABILITIES, EXPENSES, AND JUDGMENTS RECOVERED FROM OR ASSERTED AGAINST INDEMNITEES ON ACCOUNT OF INJURY OR DAMAGE TO PERSON OR PROPERTY TO THE EXTENT ANY DAMAGE OR INJURY MAY BE INCIDENT TO, ARISE OUT OF, OR BE CAUSED, EITHER PROXIMATELY OR REMOTELY, WHOLLY OR IN PART, BY AN ACT OR OMISSION, NEGLIGENCE, OR MISCONDUCT ON THE PART OF THE INDEMNITEES OR ON THE PART OF TENANT, OR ANY OF TENANT'S AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, VENDORS, PATRONS, GUESTS, LICENSEES, OR INVITEES ("INDEMNITORS") ENTERING UPON THE PREMISES, WITH THE EXPRESS OR IMPLIED INVITATION OR PERMISSION OF TENANT, OR WHEN ANY INJURY OR DAMAGE IS THE RESULT, PROXIMATE OR REMOTE, OF THE VIOLATION BY INDEMNITEES OR INDEMNITORS OF ANY LAW, ORDINANCE, OR GOVERNMENTAL ORDER OF ANY KIND, OR WHEN THE INJURY OR DAMAGE ARISE OUT OF, OR BE CAUSED BY, EITHER PROXIMATELY OR REMOTELY, WHOLLY OR IN PART, BY AN ACT OR OMISSION, NEGLIGENCE, OR MISCONDUCT ON THE PART OF INDEMNITORS UNDER THIS AGREEMENT. THESE TERMS OF INDEMNIFICATION ARE EFFECTIVE WHETHER THE INJURY OR DAMAGE MAY RESULT FROM THE SOLE NEGLIGENCE, CONTRIBUTORY NEGLIGENCE, OR CONCURRENT NEGLIGENCE OF INDEMNITEES, AND IN ALL CASES WHERE INDEMNITEES' ACTIONS ARE DIRECTLY RELATED TO THE USE OF THE PREMISES,BUT NOT IF THE DAMAGE OR INJURY RESULTS FROM GROSS NEGLIGENCE OR WILFULL MISCONDUCT ON INDEMNITEES. TENANT COVENANTS AND AGREES THAT IF ANY OF THE INDEMNITEES ARE MADE A PARTY TO ANY LITIGATION AGAINST TENANT OR IN ANY LITIGATION COMMENCED BY ANY PARTY, OTHER THAN TENANT, RELATING TO THIS AGREEMENT OR RELATING TO THE PREMISES, TENANT SHALL DEFEND INDEMNITEES UPON RECEIPT OF REASONABLE NOTICE REGARDING COMMENCEMENT OF LITIGATION. 10.4. Tenant's Property. All property belonging to Tenant or its agents, employees, invitees or otherwise and located at or in the Premises or the Improvements shall be kept at the risk of Tenant only, and Landlord shall not be liable for damage thereto or theft, misappropriation or loss thereof and Tenant agrees to defend and hold Landlord and Landlord's agents, employees and servants harmless and indemnify them against third-party claims and liability for injuries to such property. 15 ARTICLE 11: DAMAGE AND DESTRUCTION Except in the case of a casualty loss which occurs in the last two (2) years of the Term or during the Option Term, if the Improvements or any part thereof are damaged or destroyed by fire or other casualty, this Lease shall continue in full force and effect. If, during the last two (2)years of the Term or during the Option Term, any of the Improvements shall be damaged by fire or other casualty to the extent that, in Tenant's reasonable judgment, the Premises are not usable in its damaged condition for the conduct of Tenants business, Tenant may, upon written notice to Landlord, elect to terminate this Lease, in which event all proceeds of the insurance payable in respect for pertaining to the Improvements shall belong to and be paid to Landlord with reduction for any deductible. If Tenant elects to terminate this Lease due to casualty loss which occurs in the last two (2) years of the Term, Tenant shall so notify Landlord within thirty (30) calendar days after the date of such casualty, whereupon this Lease shall terminate as of the later to occur of: (i) Tenant's vacation and surrender of the Premises, and (ii) Landlord's receipt of such termination notice. If Tenant terminates this Lease, Tenant shall not be required to repair any damage resulting from such casualty. If the Improvements are damaged or destroyed by fire or other casualty in years 1 through 3 8 of the Lease, or during the Option Term,then the parties will develop a mutually agreed upon schedule for reconstruction of the Improvements at the Premises, which schedule shall take into account sufficient time necessary for third party processing of Tenant's insurance claims. ARTICLE 12: CONDEMNATION 12.1. Complete Taking. If the whole of the Premises and/or Improvements are taken for any public or quasi-public purpose by any lawful power or authority by the exercise of the right of condemnation or eminent domain ("Taking"), then this Lease shall terminate as of the earlier of the date that title vests in the condemnor or the date that the condemnor takes possession of the property so taken ("Date of Taking"). In such event, all charges payable hereunder shall be prorated and paid to the Date of Taking. Installation of City utilities upon or across the Premises does not constitute a Taking for purposes of this Lease. 12.2. Partial Taking Rendering Premises "Untenantable." If a Taking by any lawful power or authority by the exercise of the right of condemnation or eminent domain of a portion of the Premises or Improvements or a portion of any access drive or curb cut adjacent to the Premises necessary, in Tenant's sole but reasonable judgment, for the Intended Use, occurs and such Taking renders the entire Premises and/or Improvements "untenantable," as such term is hereinafter defined,then Tenant shall have the right to terminate this Lease, as of the Date of Taking,by giving written notice of such termination to Landlord within ninety (90) days after the date of Tenant's receipt of notice from the condemnor of the Date of Taking. Installation of City utilities upon the Premises does not constitute a Taking for purposes of this Lease. In the event of termination of this Lease in accordance herewith, all charges payable hereunder shall be prorated and paid to the Date of Taking. For purposes of this Article 12, "untenantable" shall be deemed to refer to a situation in which any Improvement(s) or any parking spaces, driveways or access ways, or other improvements on or included in the Premises, or adjacent to the Premises, that may have been 16 displaced by the Taking cannot, in the sole discretion of the Tenant, be relocated, restored or re- routed upon the portions of the Land that remain after the Taking in a commercially reasonable manner that results in an economically viable operation of the Intended Use, thereby causing the Premises and/or Improvements to be unsuitable for Tenant to carry on the Intended Use as contemplated by this Lease. In the event that a Taking of any portion of the Premises and/or Improvements occurs which renders the entire Premises and/or Improvements"untenantable," and Tenant fails to terminate this Lease within the time period provided above, then this Lease shall continue in full force and effect. 12.3. Partial Taking Not Rendering Premises "Untenantable". In the event of a Taking of any portion of the Premises and/or Improvements which does not render the Premises and/or Improvements "untenantable," as defined above, all charges shall be abated for a reasonable period of time, not to exceed one hundred fifty (150) days after Tenant's receipt of the condemnation award, in order to allow Tenant to make any alterations and/or improvements that in the sole discretion of Tenant are necessary to relocate, restore or re-route any Improvements or parking spaces, driveways or access ways, or other improvements on or included in the Premises which were displaced by the Taking. Following the completion by Tenant of any such improvements, repairs,restoration or alterations to the Premises and/or Improvements that may be necessary as a result of any such Taking, the abatement of charges provided for herein shall cease, and all other charges shall again be assessed against the Premises as provided for hereinabove. Notwithstanding anything to the contrary in the foregoing, Tenant, after Tenant's receipt of the condemnation award, shall have an affirmative obligation to exercise all reasonable efforts in order to perform any construction, repairs, restoration or alterations to the Premises and/or Improvements that may be necessary to relocate, repair, restore or re-route any Improvements or parking spaces, driveways or access ways, or other improvements on the Land that may have been displaced by the Taking, and which can be, in the sole discretion of Tenant, relocated, repaired or re-routed upon the portions of the Premises that remain after the Taking in a commercially reasonable manner that results in an economically viable operation of the Intended Use. 12.4. Allocation of Condemnation Award. The condemnation award payable with respect to any Taking of all or a part of the Land and/or Improvements shall be made available to Tenant to pay for the relocation, re-routing or construction and completion of any replacements, restoration, alterations and improvements, but Tenant shall not be obligated to expend an amount greater than the amount awarded to Landlord and Tenant on account of the taking of the Improvements, exclusive of that portion of the award attributable to the taking of the Land. If the amount awarded to Landlord and Tenant on account of the Taking is not sufficient to permit Tenant to so alter, repair and restore the Premises and/or Improvements, Tenant, at Tenant's discretion, may give notice to Landlord of such deficiency within thirty (30) days after the Date of Taking and Landlord may elect to contribute the amount of the deficiency to the cost of the repair and restoration or to terminate this Lease. Landlord shall notify Tenant of its election within thirty (30) days after the date on which Landlord receives the notice of deficiency from Tenant. If Landlord elects to terminate this Lease, the termination shall be effective as of the Date of Taking and all Rent and other charges payable hereunder shall be prorated and paid to the date of termination. The condemnation award received by Landlord and Tenant shall be otherwise allocated as set forth below. 17 If a Taking of the whole or a part of the Premises and/or Improvements shall occur, then Landlord shall have the unqualified right to pursue its remedies against the condemnor for the full value of Landlord's fee interest and other property interests in and to the Premises and/or Improvements. Similarly, Tenant shall have the unqualified right to pursue its remedies against the condemnor for the full value of Tenant's leasehold interest, moving and relocation expenses, and other property interests in and to the Premises and/or Improvements. If the laws of the State of Texas allow or require the recovery from the condemnor to be paid into a common fund or to be paid to Landlord only, and if such recovery is so paid into a common fund or to Landlord only, then the recovery so paid shall be apportioned between the Parties according to the value of their respective property interests as they existed on the date of the Taking, giving due consideration to the number of years remaining in the Term and the condition of the Improvements and any other improvements on the Land. The provisions of this Section 12.4 shall survive any termination of this Lease pursuant to the provisions of Article 12. ARTICLE 13: BANKRUPTCY If, at any time during the Term, bankruptcy, insolvency or other similar proceedings shall be instituted by or against Tenant,whether or not such proceedings result in an adjudication against Tenant or should a receiver of the business or assets of Tenant be appointed, such proceedings or adjudication shall not affect the validity of this Lease so long as the Rent and the other terms, covenants and conditions of this Lease on the part of Tenant to be performed are performed, and in such event this Lease shall remain in full force and effect in accordance with its terms. ARTICLE 14: ASSIGNMENT AND SUBLETTING Except for a Permitted Transfer(defined herein), Tenant may not assign this Lease or sublet the Premises, in whole or in part, without obtaining the prior written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed. Landlord's consent shall not be considered unreasonably withheld or delayed if the proposed transferee's financial net worth is less than that of Tenant. Landlord's failure to approve or disapprove any assignment or sublease request within thirty(30)business days shall be deemed to be Landlord's approval of such request. For purposes of this Lease, a"Permitted Transfer" shall include an assignment of this Lease or a sublease of the Premises, in whole or in part, an entity controlled or majority-owned by Tenant or any successor resulting from a reorganization of, or merger with, Tenant. In the event of a Permitted Transfer, the assignee or sublessee, as applicable, shall assume in writing all present and future obligations of Tenant under this Lease, and upon such assumption the Tenant shall have no further obligations under this Lease other than those that accrued prior to the effective date of the Permitted Transfer. Except in the case of a Permitted Transfer, Tenant shall remain fully liable hereunder for any obligation of Tenant arising under this Lease, whether past, present or future; provided, however, that Tenant's liability shall be limited to obligations of Tenant arising during the initial Term of the Lease (or any remaining Option Term if the assignment or sublease occurs during an Option Term) and Tenant shall have no liability for any obligations arising during a subsequent Option Term elected by the assignee or sublessee. Any assignee or sublessee hereunder shall expressly assume in writing all obligations on Tenant's part to be performed under this Lease from and after the effective date of the assignment or subletting. 18 Notwithstanding anything in this Lease to the contrary, Tenant may enter into any type of sublease,license or any other type of agreements with third parties relating to any retail, equipment supplies, sports medicine, restaurants or any other types of operations in connection with the Intended Use. Tenant agrees to provide the City a copy of any sublease within ten business days of City's request. Tenant agrees to include provisions in any sublease that the City of Corpus Christi is indemnified by Tenant's subtenants in the following form: NOTWITHSTANDING THE LIMITS OF INSURANCE SPECIFIED HEREIN, SUBTENANT SHALL INDEMNIFY AND HOLD CITY OF CORPUS CHRISTI, ITS OFFICERS,AGENTS AND EMPLOYEES ("INDEMNITEES") HARMLESS OF, FROM, AND AGAINST ALL CLAIMS, DEMANDS, ACTIONS, DAMAGES, LOSSES, COSTS, LIABILITIES, EXPENSES, AND JUDGMENTS RECOVERED FROM OR ASSERTED AGAINST INDEMNITEES ON ACCOUNT OF INJURY OR DAMAGE TO PERSON OR PROPERTY TO THE EXTENT ANY DAMAGE OR INJURY MAY BE INCIDENT TO, ARISE OUT OF, OR BE CAUSED, EITHER PROXIMATELY OR REMOTELY, WHOLLY OR IN PART, BY AN ACT OR OMISSION, NEGLIGENCE, OR MISCONDUCT ON THE PART OF THE INDEMNITEES OR ON THE PART OF SUBTENANT, OR ANY OF SUBTENANT'S AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, VENDORS, PATRONS, GUESTS, LICENSEES, OR INVITEES ("INDEMNITORS") ENTERING UPON THE PREMISES, WITH THE EXPRESS OR IMPLIED INVITATION OR PERMISSION OF TENANT, OR WHEN ANY INJURY OR DAMAGE IS THE RESULT, PROXIMATE OR REMOTE, OF THE VIOLATION BY INDEMNITEES OR INDEMNITORS OF ANY LAW, ORDINANCE, OR GOVERNMENTAL ORDER OF ANY KIND, OR WHEN THE INJURY OR DAMAGE ARISE OUT OF, OR BE CAUSED BY, EITHER PROXIMATELY OR REMOTELY, WHOLLY OR IN PART, BY AN ACT OR OMISSION, NEGLIGENCE, OR MISCONDUCT ON THE PART OF INDEMNITORS UNDER THIS AGREEMENT. THESE TERMS OF INDEMNIFICATION ARE EFFECTIVE WHETHER THE INJURY OR DAMAGE MAY RESULT FROM THE SOLE NEGLIGENCE, CONTRIBUTORY NEGLIGENCE, OR CONCURRENT NEGLIGENCE OF INDEMNITEES, AND IN ALL CASES WHERE INDEMNITEES' ACTIONS ARE DIRECTLY RELATED TO THE USE OF THE PREMISES,BUT NOT IF THE DAMAGE OR INJURY RESULTS FROM GROSS NEGLIGENCE OR WILFULL MISCONDUCT ON INDEMNITEES. SUBTENANT COVENANTS AND AGREES THAT IF ANY OF THE INDEMNITEES ARE MADE A PARTY TO ANY LITIGATION AGAINST TENANT OR IN ANY LITIGATION COMMENCED BY ANY PARTY, OTHER THAN TENANT, RELATING TO THIS AGREEMENT OR RELATING TO THE PREMISES, TENANT SHALL DEFEND INDEMNITEES UPON RECEIPT OF REASONABLE NOTICE REGARDING COMMENCEMENT OF LITIGATION. 19 ARTICLE 15: EVENTS OF DEFAULT; REMEDIES 15.1. Events of Default. The occurrence of any one or more of the following events (each an "Event of Default') shall constitute a default and breach of this Lease by Tenant: If Tenant fails to perform any of Tenant's obligations or breaches any covenant or representation or warranty under this Lease for a period of sixty (60) days after written notice from Landlord (the "Cure Period"). 15.2. Remedies. Upon the occurrence of an Event of Default, and at any time thereafter, at Landlord's option, and without limiting Landlord in the exercise of any other rights or remedies which Landlord may have at law or in equity by reason of such breach, if such Event of Default shall not have been cured during such Cure Period, Landlord may terminate this Lease by giving written notice to Tenant of Landlord's election to so terminate, re-enter the Premises and take possession of the same, and expel or remove Tenant and all other parties occupying the Premises and/or Improvements, and remove all property of Tenant and store such property in a public warehouse or elsewhere at the cost of and for the account of Tenant without being deemed guilty of trespass. In such event, and subject at all times to the law of the State of Texas pertaining to and/or dictating the duty of a landlord to mitigate damages in the event of a tenant's breach of a lease, Landlord shall thereupon be entitled to recover from Tenant all costs to remove Tenant's personal property and return Premises to good condition. ARTICLE 16: QUIET ENJOYMENT AND TITLE AND OPERATIONS AT THE PREMISES 16.1. Covenant of Quiet Enioyment. Subject to the terms of this Lease, upon paying the Rent and performing the other terms, covenants and conditions of this Lease on Tenant's part to be performed, Tenant shall and may peaceably and quietly have, hold, occupy, possess and enjoy the Premises during the Term. However, Landlord retains the right to use or cross the Premises with utility lines and easements needed for utility or other City operations, including but not limited to water utility pipeline which crosses the Land, and also including but not limited to a right-of-way for Oso Parkway and for the planned hike and bike trail generally depicted on Exhibit D. Landlord must use reasonable judgment in locating the utility lines and easements to minimize damage to the Premises. Landlord exercises these rights without compensation to Lessee for damages to the Premises from installing, maintaining,repairing, or removing the utility lines and easements. In addition, Landlord's vehicles including solid waste vehicles shall have emergency and non-emergency use of roads on the Premises to allow Landlord access through the Premises. In addition, Landlord reserves the right to use the existing Oso Creek crossing(s) on the Premises and also the right to cross the Premises with easements to allow its vehicles to cross through the Premises to access City property. Tenant is advised that no permanent structures can be built over the City water utility lines at the Premises or within the City easements. The City is not responsible for damage to any Improvements caused by City's repairs or maintenance to City water utility lines. 20 16.2. Right to Possession. Landlord covenants, warrants and represents that: (i) as of the Effective Date, Landlord alone will have the full right to lease the Premises for the Term and as set forth in this Lease, and(ii)the Premises are now unoccupied and tenant-free, and(iii)Tenant shall have at all times during the term absolute, tenant-free possession of the Premises. However, Tenant agrees to allow City to continue its solid waste operations on the Premises until such time as Tenant has completed required relocation of the solid waste operations, or other period mutually agreed upon in writing by the City Manager and the authorized representative of the Tenant. 16.3 Operations of Regional Youth Sports Complex at the Premises. Tenant's use and operations of the Premises shall be in compliance with all applicable Federal, State and local laws and regulations, and permits. Tenant shall ensure that its activities at the Premises shall not negatively impact Oso Creek and shall be not reduce or jeopardize the City's rights provided in State of Texas Miscellaneous Easement No. ME950040. Tenant agrees to comply with the following regarding its operations of the Regional Youth Sports Complex at the Premises. Tenant shall be the exclusive manager and operator of the Regional Youth Sports Complex and shall have the exclusive right to contract for its use during the Term in a manner that will promote and further the purposes for which the Regional Youth Sports Complex has been constructed. Tenant shall do all things and take all commercially reasonable actions necessary for the operation and maintenance of the Regional Youth Sports Complex in accordance with this Lease and in a manner generally consistent with the operation and maintenance of the comparable facilities as of the Effective Date, subject to normal wear and tear. Without limiting the foregoing, Tenant is authorized to and shall: A. charge and collect all operating revenue, parking use charges, concession revenue and seat and suite use charges for the Regional Youth Sports Complex and Premises and,in connection therewith, use all commercially reasonable efforts to obtain all fees, rents and other amounts due from concessionaires and other users of the Regional Youth Sports Complex and Premises, and shall cause notices to be served upon such users to quit and surrender space occupied or used by them where desirable or necessary in the opinion of Tenant and shall ask for, demand, collect and give receipts for all amounts which at any time may be due from any licenses and other users of the Regional Youth Sports Complex and Leased Premises; B. prepare and submit to the Landlord(for its review and comment but not approval) on or before September 30 each year, a renewal and replacement account budget projecting the estimated capital repair work expenditures for the Regional Youth Sports Complex; C. commence, defend and settle in good faith such legal actions and proceedings concerning the operation of the Regional Youth Sports Complex (except for City events) as are necessary or required in the opinion of Tenant and shall retain legal counsel in connection therewith; D. employ, pay and supervise all personnel that Tenant determines to be necessary for the operation of the Regional Youth Sports Complex (such personnel, during the course of such employment shall be employees of Tenant and shall not be employees of Landlord); determine all matters with regard to such personnel, including without limitation, compensation, bonuses,fringe 21 benefits, hiring and replacement and shall prepare, on its own behalf and file when due, all forms, reports and returns required by law relating to the employment of such personnel; E. purchase and maintain all materials, tools, machinery, equipment and supplies deemed necessary by Tenant for the operation of the Regional Youth Sports Complex; F. maintain the Regional Youth Sports Complex in accordance with comparable facilities subject to normal wear and tear, and maintain and operate the Regional Youth Sports Complex in compliance with all requirements necessary for the conduct of all games; G. prepare, coordinate, implement, revise as necessary and administer a preventative maintenance plan and program for the Regional Youth Sports Complex, its machinery and equipment, and provide a maintenance log for each calendar year of this Lease; H. from and after the Effective Date, arrange for and provide all utility and other services for the Regional Youth Sports Complex and pay or cause to be paid when due all charges for water, sewer, gas, light, heat, telephone, electricity, and other utilities and services rendered to or used on or about the Regional Youth Sports Complex; I. maintain or cause to be maintained all necessary licenses, permits and authorizations for the operation of the Regional Youth Sports Complex; J. furnish to the Landlord such reports and other information concerning the condition of the Regional Youth Sports Complex and operation thereof (excluding any financial operating results or other information deemed commercially sensitive by Tenant) as may be reasonably requested from time to time by the Landlord, it being understood, however, that Tenant shall not be required to generate any special reports but rather just make available to Landlord any reports already prepared by Tenant in the normal conduct of its business; K. procure and negotiate contracts with concessionaire(s)for the operation of consumable and/or non-consumable concessions at the Regional Youth Sports Complex (unless Tenant shall self-operate such concessions); and L. control the issuance and issue all credentials for events at the Regional Youth Sports Complex. M. As additional consideration for this Lease, Tenant shall allow Landlord the right to use the Regional Youth Sports Complex for City of Corpus Christi sponsored activities that specifically benefit the Corpus Christi community, for example, a sporting event coordinated through the City Parks & Recreation Department ("City Activities") free of any facility rental or admission charge, as follows: one weekday City Activity and one full weekend City Activity. Further, no more than one City Activity may be held within a calendar month and no more than two City Activities may be held during any calendar year. Any City Activity shall be scheduled with Tenant at mutually agreeable dates. 16.4 Operation of Other Commercial Improvements at the Premises. 22 Tenant agrees to comply with the following regarding its operations of the Other Commercial Improvements at the Premises. Tenant shall do all things and take all commercially reasonable actions necessary for the operation and maintenance of the Other Commercial Improvements in accordance with this Lease and in a manner generally consistent with the operation and maintenance of the comparable facilities as of the Effective Date, subject to normal wear and tear. Without limiting the foregoing, Tenant is authorized to and shall: A. charge and collect all operating revenue, parking use charges, concession revenue and seat and suite use charges for the Other Commercial Improvements and, in connection therewith, use all commercially reasonable efforts to obtain all fees, rents and other amounts due from concessionaires and other users of the Other Commercial Improvements, and shall cause notices to be served upon such users to quit and surrender space occupied or used by them where desirable or necessary in the opinion of Tenant and shall ask for, demand, collect and give receipts for all amounts which at any time may be due from any licenses and other users of the Other Commercial Improvements; B. prepare and submit to the Landlord(for its review and comment but not approval) on or before September 30 each year, a renewal and replacement account budget projecting the estimated capital repair work expenditures for the Other Commercial Improvements; C. commence, defend and settle in good faith such legal actions and proceedings concerning the operation of the Other Commercial Improvements as are necessary or required in the opinion of Tenant and shall retain legal counsel in connection therewith; D. employ, pay and supervise all personnel that Tenant determines to be necessary for the operation of the Other Commercial Improvements (such personnel, during the course of such employment shall be employees of Tenant and shall not be employees of Landlord); determine all matters with regard to such personnel, including without limitation, compensation, bonuses,fringe benefits, hiring and replacement and shall prepare, on its own behalf and file when due, all forms, reports and returns required by law relating to the employment of such personnel; E. purchase and maintain all materials, tools, machinery, equipment and supplies deemed necessary by Tenant for the operation of the Other Commercial Improvements; F. maintain the Other Commercial Improvements in accordance with comparable facilities subject to normal wear and tear, and maintain and operate the Other Commercial Improvements in compliance with all requirements necessary for the conduct of all games; G. prepare, coordinate, implement, revise as necessary and administer a preventative maintenance plan and program for the Other Commercial Improvements, its machinery and equipment, and provide a maintenance log for each calendar year of this Lease; H. from and after the Effective Date, arrange for and provide all utility and other services for the Other Commercial Improvements and pay or cause to be paid when due all charges for water, sewer, gas, light, heat, telephone, electricity, and other utilities and services rendered to or used on or about the Other Commercial Improvements; 23 I. maintain or cause to be maintained all necessary licenses, permits and authorizations for the operation of the Other Commercial Improvements; J. furnish to the Landlord such reports and other information concerning the condition of the Other Commercial Improvements and operation thereof (excluding any financial operating results or other information deemed commercially sensitive by Tenant) as may be reasonably requested from time to time by the Landlord, it being understood, however, that Tenant shall not be required to generate any special reports but rather just make available to Landlord any reports already prepared by Tenant in the normal conduct of its business; K. procure and negotiate contracts with concessionaire(s)for the operation of consumable and/or non-consumable concessions at the Other Commercial Improvements; and L. control the issuance and issue all credentials for sporting events, if any, at the Other Commercial Improvements. ARTICLE 17: TRADE FIXTURES Anything contained in this Lease to the contrary notwithstanding,Landlord acknowledges, consents and agrees that all furniture, machinery and equipment which are installed or placed in, on or about the Improvements or the Premises by Tenant,its agent, or its tenants or assigns("Trade Fixtures"), whether affixed to the Premises, the Improvements, or otherwise (excluding heating, ventilating, and air conditioning system, and all electrical, mechanical, and plumbing systems and components thereof that constitute an integral part of the Improvements), shall be and at all times remain the property of Tenant or its tenant or assigns and may be removed at any time during the Term or upon the expiration or earlier termination of this Lease,whether or not such Trade Fixtures may be regarded as property of Landlord by operation of law or otherwise.Landlord hereby waives any rights it may have arising under Subchapter B of Chapter 54 of the Texas Property Code with respect to the Trade Fixtures. Tenant shall promptly cause any damage to the Improvements caused by such removal to be repaired at no cost to Landlord, including performing any work that may be required to restore the Improvements to a complete architectural unit, such as, by way of example only, restoring an exterior wall section left open after removal of equipment that theretofore served to complete the wall section. Landlord further agrees that, upon expiration or earlier termination of this Lease, Tenant shall have the right to remove from the Premises and the Improvements all signs and other distinctive features of the business on the Premises and the Improvements. Tenant shall, at its expense, repair any damage caused by such removal. ARTICLE 18: LEASEHOLD MORTGAGE Tenant may encumber by an appropriate Security Instrument its leasehold interest in the Premises, together with all Improvements placed on the Premises by Tenant, as security for indebtedness of Tenant, provided that Tenant shall refrain from encumbering or purporting to encumber, by means of any such Security Instrument or otherwise, the Landlord's fee interest in the Land. Landlord shall cooperate with Tenant and Tenant's lender with respect to any reasonable request to perfect such lender's rights in Tenant's leasehold interest in the Premises. In addition, if Tenant notifies Landlord of the existence of any such Security Instrument, the terms and 24 conditions set forth on Exhibit H attached hereto (the "Mortgagee Protection Provisions") shall be deemed to have been incorporated into this Lease and Landlord shall comply therewith and abide thereby. ARTICLE 19: HAZARDOUS SUBSTANCE OR WASTE 19.1. Definitions. a. "Environmental Laws" means (i) the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"); the Emergency Planning and Community Right-to-Know Act; the Hazardous Materials Transportation Act; the Toxic Substances Control Act; the Occupational Safety and Health Act of 1970; the Federal Water Pollution control Act, the Solid Waste Disposal Act; the Clean Air Act; the Clean Water Act; the Safe Drinking Water Act; the Resource Conservation and Recovery Act (including, without limitation, Subtitle I relating to underground storage tank systems); and the Federal Insecticide, Fungicide and Rodenticide Act, (ii)regulations promulgated under any of the above statutes; (iii) any applicable federal, state or local statute, ordinance, rule or regulation, or any common law, that relates to environmental conditions, human health, industrial hygiene, Hazardous Substances or underground storage tank systems; in each case, as amended; and (iv)the applicable terms and conditions associated with any permit issued to and held by Landlord or Tenant pursuant to any of the foregoing. b. "Governmental Entity" means any federal, state or local governmental authority or regulatory agency, including, but not limited to, any Environmental Agency (defined below). C. "Hazardous Substances," for purposes of this Lease, shall be interpreted broadly to include, but not be limited to, any material or substance that is defined or classified under federal, state or local laws as: (i) a "hazardous substance" pursuant to Section 101 of CERCLA or Section 311 of the Federal Water Pollution Control Act, 33 U.S.C. § 1321, as now or hereafter amended; (ii) a "hazardous waste" pursuant to Section 1004 or Section 3001 of the Resource Conservation and Recovery Act,42 U.S.C. § 6903,42 U.S.C. § 6921, as now or hereafter amended; (iii) a toxic pollutant under Section 307(l)(a) of the Federal Water Pollution Control Act, 33 U.S.C. § 1317(l)(a); (iv) a "hazardous air pollutant" under Section 112 of the Clean Air Act, 42 U.S.C. § 7412, as now or hereafter amended; (v) a "hazardous material" under the Hazardous Material Transportation Act, 49 U.S.C. § 1802(2), as now or hereafter amended; (vi) toxic or hazardous pursuant to regulations promulgated now or hereafter under the aforementioned laws; or(vii) presenting a risk to human health or the environment under other applicable federal, state or local laws, ordinances, or regulations, as now or as may be passed or promulgated in the future. "Hazardous Substances" shall also mean any substance that, after release into the environment and upon exposure, ingestion, inhalation or assimilation, either directly from the environment or directly by ingestion through food chains, will or may reasonably be anticipated to cause death, disease, behavior abnormalities, cancer or genetic abnormalities. "Hazardous Substances" specifically includes, but is no limited to, asbestos, polychlorinated byphenyls (PCBs), petroleum and petroleum-based derivatives, and urea formaldehyde. 25 d. "Release" means any presence, release, deposit, discharge, emission, leaking, spilling, seeping, migrating, injecting, pumping, pouring, emptying, escaping, dumping, disposing or other movement of Hazardous Substances. 19.2. Landlord's Representation and Warranty. Landlord has no actual knowledge of the presence or disposal on the Premises, of any Hazardous Substance. To the best of available records Landlord has no actual knowledge, without inquiry, of any contamination of the Premises from any Hazardous Substance as may have been disposed of or stored on neighboring tracts. 19.3. Tenant Indemnification. Tenant for its part, agrees to indemnify, defend (with counsel reasonably acceptable to Landlord) and hold Landlord and its managers, employees, and agents harmless from any claims,judgments, damages, penalties, fines,liabilities, losses and costs and expenses which arise during or after the Term from or in connection with the presence of Hazardous Substances introduced by Tenant during the Term and those Hazardous Substances introduced during the Term by any of Tenant's shareholders, directors, officers, partners, members, managers, employees, or agents in, on, under or over the Premises, including the soil, groundwater or soil vapor on or under the Premises, unless the Hazardous Substances are present solely as a result of the negligence or willful misconduct of Landlord, managers, employees, agents, independent contractors, guests or invitees. Without limiting the foregoing, but in addition thereto, Tenant shall be solely responsible for the cleanup of such Hazardous Substances and such remediation of the Premises as may be required under or by virtue of any Environmental Law, and to the extent the cleanup of such Hazardous Substances and remediation of the Premises is required by Environmental Law. Tenant shall undertake and complete such cleanup and remediation in a prompt and diligent manner in accordance with Environmental Law and other applicable Requirements of Law. 19.4. Survivability. Without limiting the generality of the provisions of Section 19.2, Section 19.3, and Section 19.4, each of the representations and warranties, and indemnifications provided herein shall survive the expiration, termination or cancellation of this Lease and shall specifically cover costs and expenses incurred in connection with any investigation of site conditions, and any clean-up, remedial, removal and restoration work required by Environmental Law because of the presence or suspected presence of toxic or hazardous substances, including, without limitation, oil, gas and petroleum products, in, on, under or over the Premises, including the soil, groundwater or soil vapor on or under the Premises. ARTICLE 20: REAL ESTATE COMMISSIONS The Parties represent and warrant to each other that they have not employed nor engaged any brokers, consultants or real estate agents to be involved in this transaction. The representations and covenants contained in this Article 20 shall survive the expiration of the Term (or any extension(s)thereof) or earlier termination of this Lease. ARTICLE 21: NOTICES AND DEMANDS All notices and demands of any kind which either Party may be required or may desire to serve upon the other Party in connection with this Agreement shall be in writing, signed by the Party or its counsel identified below, and shall be served (as an alternative to personal service)by 26 certified mail, overnight courier service or confirmed facsimile transmission during normal business hours(followed promptly by personal service or mailing of a hard copy), at the addresses set forth below: To Landlord: City of Corpus Christi Attn: City Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 Facsimile No.: (361) 826-3839 Telephone No.: (361) 826-3220 To Tenant: SQH Sports&Entertainment Attn.: Derrick Hegmon 16035 University Oak San Antonio, TX 78249 Facsimile No.: (210) Telephone No.: (210)341-8877 With copy to: Upton, Mickits & Heymann, LLP. Attn.: R. Bryan Stone 802 N. Carancahua, Suite 450 Corpus Christi, TX 78401 Facsimile No.: (361) 884-5291 Telephone No.: (361) 698-8235 Any such notice or demand so served shall constitute proper notice hereunder upon delivery, if personally served, three (3)business days following deposit with the United States Postal Service if mailed, or one (1) business day following deposit with an overnight courier if couriered, or by confirmation of receipt of the facsimile if faxed. If the time period by which any notices, acts or payments required hereunder must be delivered, performed or paid expires on a Saturday, Sunday or legal holiday, then such time period shall be automatically extended to the close of business on the next business day. Telephone numbers have been included in this Article 22 as a matter of convenience and imply no obligation or right to give or receive notice other than in writing as required by this Lease. ARTICLE 22: GENERAL PROVISIONS 22.1. Binding on Successors. All of the covenants, agreements, provisions and conditions of this Lease shall inure to the benefit of and be binding upon the Parties hereto, their successors, legal representatives and assigns. 22.2. Severability. If any term or provision of this Lease or the application thereof to any person or circumstance shall be invalid or unenforceable, to any extent, the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and enforceable to the maximum extent permitted by law. 27 22.3. Entire Agreement. This Lease and the exhibits attached hereto contain the entire agreement between the Parties concerning the subject matter hereof, and shall not be modified in any manner except by a document executed by the Parties hereto or their respective successors in interest. 22.4. Captions. The captions used in this Lease are inserted as a matter of convenience only, and in no way define, limit or describe the scope of this Lease or the intentions of the Parties hereto, and shall not in any way affect the interpretation or construction of this Lease. 22.5. No Waiver. A waiver by Landlord or Tenant of any breach of any provision of this Lease shall not be deemed a waiver of any breach of any other provision hereof or of any subsequent breach by Tenant or Landlord of the same or any other provision. 22.6. Holdover. If Tenant holds over after the Term with the express consent of Landlord, such holding over shall be construed to be a tenancy from month-to-month only. The foregoing provision shall not affect Landlord's right of reentry or any rights of Landlord hereunder or as otherwise provided by law. 22.7. Time of Essence. Except as specifically provided to the contrary herein, time is of the essence with regard to every provision of this Lease and the exhibits attached hereto. 22.8. Governing Law. This Lease shall be governed by and construed in accordance with the laws of the State of Texas. 22.9. Counterparts. This Lease may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one and the same document. 22.10. No Third Party Rights. The terms and provisions of this Lease shall not be deemed to confer any rights upon, nor obligate any Party hereto to, any person or entity other than the Parties hereto. 22.11. Interpretation. Each Party has had the opportunity to participate in the negotiation and drafting of this Lease and has had the opportunity to have the Lease reviewed by its own legal counsel. The rule of interpretation requiring that any ambiguities be interpreted against the drafting party shall not apply to this Lease. 22.12. Short Form Lease. The Parties shall execute and record within five (5) business days following the Effective Date a short form of this Lease, substantially in the form attached hereto as Exhibit G(the"Memorandum"). In no event shall this Lease be recorded in its entirety. In the event this Lease should terminate as a result of a failure of any contingency or as a result of Tenant's election not to give the Notice of Election, Tenant agrees to promptly deliver to Landlord a termination of the Memorandum as necessary to provide record notice that this Lease has terminated. If necessary to conform the legal description of the Land or as otherwise required by the Title Company, the Parties shall duly execute and deliver at Closing an amendment to the Memorandum correcting any errors in the legal description. 22.13. Estoppel Certificates. Landlord and Tenant agree that,within fifteen(15)business days after receipt of a written request from either to the other, the Party receiving the request will 28 execute and deliver to the other a certificate in form and substance mutually acceptable to the Parties certifying: (i) that this Lease is unmodified and in full force and effect, or, if modified, stating the nature of the modifications and that, as so modified,this Lease is in full force and effect; (ii) the date to which the Rent and other charges hereunder are paid in advance, if any; (iii) the then-scheduled expiration date of the Term and the duration of any unexercised, unexpired Option Term; (iv) that, to the certifying Party's knowledge, as of the date of the certificate, there are no uncured defaults hereunder on the part of the requesting Party or specifying such defaults as are claimed by the certifying Party; and (v) as to such other matter as may be reasonably requested by the requesting Party. 22.14. Due Authorization. Each person executing this Lease on behalf of Landlord and Tenant, respectively, warrants and represents that the Party for whom he or she is acting has been duly formed, is in good standing, and has duly authorized the transactions contemplated herein and the execution of this Lease by him or her and that,when so executed,this Lease shall constitute a valid and binding obligation of the Party on whose behalf it is so executed. 22.15. Relationship of Parties. Nothing contained in this Lease shall be deemed to create a partnership or joint venture between Landlord and Tenant, and Landlord and Tenant's relationship in this Lease shall be deemed to be one of landlord and tenant only. 22.16. Authorization. a. Tenant hereby acknowledges, confirms and agrees that it is a duly incorporated corporation in accordance with the laws of the State of Texas and that it is in good standing under the laws of its state of incorporation. Tenant further acknowledges, confirms and agrees that it has been authorized by all necessary corporate action to enter into this Lease,that the entry into this Lease by Tenant and performance of all obligations to be performed by Tenant hereunder will not violate the terms of any governing documents of the Tenant, or any other agreements or arrangements to which the Tenant may be a party, and that the individual executing this Lease on behalf of the Tenant is duly authorized to do so. b. Landlord hereby acknowledges, confirms and agrees that it is a duly created and existing municipal corporation and home rule municipality of the State of Texas under the laws of the State of Texas and is duly qualified and authorized to carry on the governmental functions and operations as contemplated by this Lease. 22.17. Incorporation of Exhibits. All exhibits attached to this Lease are hereby incorporated herein as though set forth in full in this Lease itself. 22.18. Anti-Terrorism Warranties. Landlord represents and warrants that Landlord is not, and shall not become, a person or entity with whom Tenant is restricted from doing business with under regulations of the Office of Foreign Asset Control ("OFA ') of the Department of the Treasury(including,but not limited to,those named on OFAC's Specially Designated and Blocked Persons list) or under any statute, executive order(including, but not limited to, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and shall not engage in any dealings or transaction or be otherwise associated with such persons or 29 entities. Tenant represents and warrants that Tenant is not, and shall not become, a person or entity with whom Landlord is restricted from doing business with under regulations of OFAC of the Department of the Treasury (including, but not limited to, those named on OFAC's Specially Designated and Blocked Persons list) or under any statute, executive order (including, but not limited to, the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and shall not engage in any dealings or transaction or be otherwise associated with such persons or entities. 22.19. Disclosure of Interests. Tenant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure oflnterests form as part of this contract. Lessee 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. Lessee 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/cily-secretary/conflict-disclosure/index. 22.20 Publication. Tenant shall pay costs to publish this Lease Agreement as required by the City Charter. [SIGNATURE PAGE FOLLOWS] 30 IN WITNESS WHEREOF, the Parties have executed this Lease Agreement to be effective as of the Effective Date defined above. LANDLORD: CITY OF CORPUS CHRISTI, a home-rule municipal corporation Attest: Name: Title: City Secretary CITY OF CORPUS CHRISTI By: Name: Title: City Manager Date: TENANT: SQH SPORTS & ENTERTAINMENT, INC., a Texas corporation By: Name: Title: Date: 31 EXHIBIT A To be inserted: Metes and Bounds for original 67.69 acre tract EXHIBIT B To be inserted: Metes and bounds for 30.22 acre tract EXHIBIT C Metes and bounds for additional 105.39 acre tract [to be inserted] EXHIBIT D NEW SITE PLAN TO BE INSERTED EXHIBIT E 82.60 Acres Outside of the One Hundred-Year Floodplain EXHIBIT F NOTICE OF ELECTION 2018 City of Corpus Christi Attn: City Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 Re: Ground Lease dated 2016 ("Lease") by and between City of Corpus Christi ("Landlord') and SQH Sports & Entertainment, Inc. ("Tenant") Gentlemen: The undersigned is the Tenant under the Lease, and we are providing this notice to you that we have satisfied or waived all the contingencies set forth in Article 6 of the Lease to be satisfied before the expiration of the Inspection Period; provided, however, and notwithstanding the foregoing, the Tenant does not waive its right to terminate the Lease under Section 6.5 of the Lease. Capitalized terms not defined in this notice have the same meanings given to them in the Lease. Very truly yours, SQH SPORTS & ENTERTAINMENT, INC. By: Name: Title: EXHIBIT G MEMORANDUM OF LEASE Prepared By/Return To: R.Bryan Stone Upton,Mickits&Heymann,LLP 802 N. Carancahua, Suite 450 Corpus Christi,Texas 78401 MEMORANDUM OF LEASE STATE OF TEXAS ) )SS: COUNTY OF NUECES ) This Memorandum of Lease is made the day of 2018, by and between CITY OF CORPUS CHRISTI, a home rule city, ("Landlord"), and SQH SPORTS & ENTERTAINMENT,INC., a Texas corporation, ("Tenant"). RECITALS: For good and valuable consideration, Landlord has leased to Tenant and Tenant has leased from Landlord certain real property situated in Corpus Christi, Nueces County, Texas, and certain rights appurtenant thereto, more particularly described on attached Exhibit A ("Premises") pursuant to that certain Lease Agreement dated effective 2018 (the "Effective Date"). The Lease provides for the following: 1. The Term of the Lease commenced on the Effective Date and will expire at midnight on the fortieth (40th) anniversary of the Effective Date as defined in the Lease. 2. Landlord and Tenant may mutually agree to extend the term for one (1) additional period of twenty (20) years. 3. Landlord agrees that from and after the Effective Date, Tenant may use the Land for the construction and operation of a Regional Youth Sports Complex and any and all purposes related thereto. This Memorandum is not a complete summary of the Lease. Provisions in this Memorandum shall not be used to interpret the provisions of the Lease, and,in the event of conflict between this Memorandum and the Lease, the Lease shall control. IN WITNESS WHEREOF, the Landlord has executed and delivered this Memorandum of Lease as of the date stated above. LANDLORD: CITY OF CORPUS CHRISTI, a home-rule municipal corporation Attest: Name: Title: City Secretary CITY OF CORPUS CHRISTI By: Name: Title: City Manager THE STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me this day of , 2016, by , of City of Corpus Christi, a home-rule municipal corporation, on behalf of said corporation. NOTARY PUBLIC, STATE OF TEXAS My Commission Expires: IN WITNESS WHEREOF, the Tenant has executed and delivered this Memorandum of Lease as of the date stated above. TENANT: SQH SPORTS & ENTERTAINMENT,INC., a Texas corporation By: Name: Title: THE STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me this day of , 2018, by , of SQH SPORTS & ENTERTAINMENT, INC., a Texas corporation, on behalf of said corporation. NOTARY PUBLIC My Commission Expires: EXHIBIT H MORTGAGEE PROTECTION PROVISIONS "Collateral" shall mean: (i)the Lease; (ii)all or any part of Leasehold Interest,the Improvements; and/or (iii) fixtures or other items of personal property on the Premises; that are subject to a Mortgage. "Improvements" shall mean the Improvements, as such term is defined in the Lease. "Incurable Defaults" shall mean Events of Default that cannot be cured by the payment of money or through the exercise of reasonable diligence. "Lease" shall mean the Lease to which this Exhibit is attached. "Leasehold Interest" shall mean the rights, title, estate, and interests of Tenant: (i) under the Lease; and (ii)in and to the Premises. "Mortgage" shall mean: (i) a mortgage, pledge, or grant of security interest granted by Tenant in all or any part of: (A) the Lease; (B) all or any part of the Leasehold Interest, the improvements; and/or (C) fixtures or other items of personal property on the Premises; and/or (ii) a collateral assignment of the Lease and/or the Leasehold Interest. "Mortgagee" shall mean a holder of a Mortgage, and all successors and assigns of such holder. "Mortgagee Cure Period" shall mean the period that commences upon the Event of Default and expires on the date that is ninety (90) days after the later of. (i) the expiration of the applicable notice and/or cure period under the Lease or this Exhibit; or(ii)receipt of the Mortgagee Notice. "Mortgagee Notice" shall mean a copy of any notice or demand required or permitted to be made or delivered by Landlord to Tenant. "Mortgagee Remedies" shall mean: (i) obtaining possession of all or any part of the Collateral; (ii) obtaining a receiver for all or any part of the Collateral; (iii) foreclosing a Mortgage and effecting a foreclosure sale of all or any part of the Collateral; (iv) enforcing a Mortgage and effecting: (A) an assignment of the Lease and/or the Leasehold Interest; and/or(B) a transfer of all or any part of the other Collateral; or(v) otherwise acquiring and transferring all or any part of the Collateral. "Permitted Termination" shall mean a termination of the Lease in accordance with the terms and conditions of this Exhibit, after the rights of all Mortgagees under Sections 1 and 2 of this Exhibit have expired. "Replacement Lease" shall mean a replacement of the Lease entered into by and between Landlord and the Replacement Tenant upon: (i) the purported termination of the Lease by Landlord; and (ii) a request by the Replacement Tenant in accordance with the terms and conditions of this Exhibit; which lease shall be: (i) effective as of the date of the purported termination; and (ii) upon the same terms and conditions in effect under the Lease on the date of the purported termination. "Replacement Tenant" shall mean a Mortgagee that requests the execution of a Replacement Lease in accordance with the terms and conditions of this Exhibit, its designee, or the purchaser of the Lease and/or the Leasehold Interest at a foreclosure sale. L Mort2a2ee Rights. During all such times as there is a Mortgage outstanding, and until Landlord has received written notices from each Mortgagee that its Mortgage has been satisfied or otherwise released, the following terms and conditions shall apply: (a) Tenant or each Mortgagee shall deliver written notice to Landlord when a Mortgage becomes effective, which notice shall: (i) identify the Mortgagee with respect to such Mortgage; and (ii) set forth the notice address for the Mortgagee with respect to such Mortgage. (b) Landlord shall deliver to each Mortgagee, at its notice address and in accordance with the terms and conditions of the Lease, a Mortgagee Notice. No notice or demand delivered by Landlord to Tenant shall be effective, unless and until a Mortgagee Notice is served upon all Mortgagees in accordance with the terms and conditions of this Section. (c) If there is an Event of Default with respect to the failure to pay money,then: (i) each Mortgagee shall have the right to remedy the Event of Default or cause the Event of Default to be remedied, until the date that is forty-five (45) days after the latest of: (A)the expiration of the applicable notice and/or cure period under the Lease; or (B)receipt of the Mortgagee Notice; and (ii) Landlords acceptance of performance by any Mortgagee as performance by Tenant. (d) If there is an Event of Default with respect to any obligation other than the failure to pay money, then: (i) each Mortgagee shall have the right to remedy the Event of Default or cause the Event of Default to be remedied until the expiration of the Mortgagee Cure Period; and(ii)Landlord shall accept performance by any Mortgagee as performance by Tenant. Notwithstanding any other term or condition of the Lease or this Exhibit, Landlord shall not exercise any of its rights and remedies under the Lease with respect to such Event of Default, if. (i)within the first sixty (60) days after receipt of the Mortgagee Notice, a Mortgagee notifies Landlord of its intention to cure the Event of Default; and(ii) within the first seventy-five(75)days after receipt of the Mortgagee Notice,the Mortgagee: (A) commences a cure of the Event of Default and diligently pursues such cure to completion; or (B) commences the exercise or pursuit of one or more of the Mortgagee Remedies, and: (1) after commencement of the exercise or pursuit of the selected Mortgagee Remedies, diligently exercises or pursues such Mortgagee Remedies; provided that, if the Mortgagee has commenced the exercise or pursuit of the selected Mortgagee Remedies within seventy-five (75) days after receipt of the Mortgagee Notice, and continues such exercise or pursuit, then, for a period of six (6) months after the date on which the Mortgagee commenced the exercise or pursuit of the selected Mortgagee Remedies, which period shall be extended as reasonably required by the Mortgage, such exercise or pursuit by the Mortgagee shall be deemed to be diligent; and(2) after obtaining or effecting the selected Mortgagee Remedies, commences a cure of the Event of Default and diligently pursues such cure to completion. The Mortgagee Cure Period shall be extended for the duration of any period when Landlord is prohibited under this Subsection from exercising its rights and remedies with respect to an Event of Default. 2. Replacement Lease. Notwithstanding anything to the contrary set forth in the Lease, i£ (i) Landlord purports to terminate the Lease for any reason; and (ii) within ninety (90) days after the date of such purported termination, a Mortgagee requests that Landlord enter into a replacement lease with respect to the Premises, then Landlord shall enter into the Replacement Lease with the Replacement Tenant. Upon the execution of the Replacement Lease, the Replacement Tenant shall pay or cause to be paid to Landlord all amounts owing from Tenant to Landlord under the Lease, if any. Promptly after the execution of the Replacement Lease, the Replacement Tenant shall: (i) commence a cure of any other uncured Events of Default that can be cured: (A) by the payment of money; or (B) by the Replacement Tenant through the exercise of reasonable diligence; and (ii) diligently pursue such cure to completion; provided that the Replacement Tenant shall not be: (i)required to cure any Incurable Defaults; (ii)liable for or,with respect to, any Incurable Defaults; or (iii) liable for any damages, losses, or expenses (including, without limitation, attorneys' fees), incurred by Landlord in connection with any uncured Events of Default that existed before, or at the time of, the purported termination. If a Replacement Lease is executed, then, at the election of the Replacement Tenant: (i) the purported termination shall be deemed to be void and unenforceable, and shall have no force or effect as of the moment Landlord first acted to affect the purported termination; and (ii)the Replacement Lease shall be deemed to be a continuation and supplement of the Lease for all purposes. 3. Amendments. During all such times as there is a Mortgage outstanding, no amendment, modification, supplement, surrender, cancellation, or termination of the Lease shall be effective, unless all Mortgagees consent in writing to the amendment, modification, supplement, surrender, cancellation, or termination of the Lease; provided that a Permitted Termination shall be effective. Any attempted amendment, modification, supplement, surrender, cancellation, or termination of the Lease without the consent of all Mortgagees, other than a Permitted Termination, shall be void and unenforceable, and shall have no force or effect. If, in connection with any attempts by Tenant to obtain mortgage financing from a prospective mortgagee, such prospective mortgagee requires reasonable amendments, modifications, or supplements of or to the Lease as a condition to closing such financing, then Tenant and Landlord shall execute an lease amending, modifying, or supplementing the Lease as required by the mortgagee; provided that such amendments, modifications, or supplements shall not: (i) materially adversely affect Landlord, or the rights of Landlord under the Lease, in any material respect; or(ii)reduce any obligations of Tenant under the Lease in any material respect. 4. Default Cures. No term or condition of the Lease or this Exhibit shall be deemed to: (i)require any Mortgagee to satisfy any obligation of Tenant under the Lease, or cure any breach by Tenant of its obligations under the Lease; or (ii) otherwise make any Mortgagee liable for any such breach; except as expressly provided in Section 2 of this Exhibit after a Mortgagee becomes the Replacement Tenant; provided that, if there are multiple Mortgages outstanding, then only the Mortgagee that becomes the Replacement Tenant may be: (i)required to satisfy any obligation of Tenant under the Lease, or cure any breach by Tenant of its obligations under the Lease; or (ii) otherwise liable for any such breach; and then only to the extent of the express provisions set forth in Section 2 of this Exhibit. EXHIBIT I TENANT'S INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS I. TENANT'S LIABILITY INSURANCE A. Tenant must not commence work under this contract until all insurance required has been obtained-and such insurance has been approved by the City. Tenant must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Tenant must furnish to the City's Risk Manager and Parks and Recreation Director 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 change Per occurrence - aggregate 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 II of this (All States Endorsement if Company is not Exhibit. domiciled in Texas) Employers Liability $500,000/$500,000/$500,000 C. In the event of accidents of any kind related to this contract, Tenant must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Tenant 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 Tenant is not domiciled in the State of Texas. B. Tenant shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Tenant'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. Tenant 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. Tenant 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, Tenant shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Tenant'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 Tenant'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 Tenant to stop work hereunder, and/or withhold any payment(s)which become due to Tenant hereunder until Tenant demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Tenant may be held responsible for payments of damages to persons or property resulting from Tenant's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Tenant'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 Parks & Recreation Regional Youth Sports Complex 09/09/2016 my Risk Management JEXHIBIT 'A' Regional Youth Sports Complex Lease Area STATE OF TEXAS COUNTY OF NUECES BEING a tract of land containing 67.69 Acres of land out of the North 100 Acres of the Bertha Morgan Homestead Tract, Fractional Section D,Laureles Farm Tracts as Recorded in Volume 3,Page 15 of the Map Records of Nucces County,Texas. This 67.69 acre tract being more fully described by metes and bounds as follows: Beginning at a Found 1"Iron Pipe on the east boundary line of the F.V.Arnim 215.54 acre tract, said Section D, for the southwest corner of said north 100 acres of the Bertha Morgan Homestead Tract,being the southwest corner of this tract; Thence,North 18°04'02"East partially along the common boundary line of said F.V. Arnim Tract and the west boundary line of said Bertha Morgan Homestead Tract,at 1,574.61 feet pass a Found 34"Iron Pipe, in all a distance of 2,149.63 feet to a Set 5/8 inch iron rod with City of Corpus Christi cap set for the northwest comer of this tract; Thence,North 89°46'30"East a distance of 216.16 feet to a Point on the edge of a brush line; Thence,generally along said brush line the following courses and distances: South 14°51'15"East a distance of 46.96 feet,South 38°26'06"East a distance of 168.96 feet,South 52'59'11"East a distance of 325.99 feet,South 00°50'01"East a distance of 161.95 feet,North 89°08'32" East a distance of 842.19 feet to a 5,8 inch iron rod with City of Corpus Christi cap set for the northeast corner of this tract; Thence,South 06°08'29"West along the westerly boundary line of land of David L.Galloway as recorded in Volume 2207, Page 982 of the Deed Records of Nueces County,Texas,a distance of 634.09 feet to a Set 5/8 inch iron rod with City of Corpus Christi cap; Thence,South 04°02'31"East continuing along the westerly boundary line of land of said David L.Galloway a distance of 122.30 feet to a Set 5/8 inch iron rod with City of Corpus Christi cap; Thence,North 85°52'29"East continuing along the southerly boundary line of land of said David L.Galloway a distance of 68.05 feet to a Set 5./8 inch iron rod with City of Corpus Christi cap on the westerly right-of-way line of State Highway 286, a non-tangent curve concave to the southeast having a radius of 5,925.58 feet,a length of 77.76 feet,and a chord of South 18116'00"West a distance of 77.76 feet; Thence,with said circular curve and said right-of-way an arc distance of 77.76 feet to a Point; Thence,South 17°53'29"West continuing along said right-of-way a distance of 709.98 feet to a Found 5/8 inch iron rod,being the southeast corner of this tract; Thence,South 89115'39"West along the northerly boundary line of land of the Coastal Bend Community Foundation as recorded in Document Number 2012001980 of the Official Public Records of Nueces County,Texas, a distance of 1,870.98 feet to the Point of Beginning and containing 67.69 acres of land. C Uu n.ssdla Do-ts puke Rqw�ISpomComptmXReglanalSpofuwComplex dau rapt:I ar: EXHIBIT 'A' Bearings based on the Texas Stale Plane Coordinate System, South'Lone,NAD 83 as per shoreline survey of a 308.99 Acre Tract by Davis Pyle RPLS 4700 dated 05 26 1993. STATE OF TEXAS COUNTY OF NUECES 1, Russell D.Ochs,a Registered Professional Land Sur%eyor, hereby certify that the foregoing field notes were prepared by me from a land survey made on(lie ground under my supervision. This the 19'x' day of July,20166A �t Oct RUSSELL Russell D.Ochs,R.P.L.S. .A z4l State of Texas License No. 5241 <',q .'CzSS%a%�.�O�c • � SUR`l C t;Kn u db pocumem puke Regwml5poTuComplcx Reglonal5pocuwComolex docx pa,ye 1 r: _ EXHIBIT 'N 9'46'300E _ BEARINGS ARE BASED ON THE TEXAS S14'5115-F COORDINATE SYSTEM. SOUTH ZONE. NAD 83 CITY OF 216.16 46.96 AS PER SHORELINE SURVEY OF A 308.99 ACRE CORPUS CHRISTI, TX TRACT BY DAVID PYLE RPLS 4700 DATED DOC. #941343 O.P.R.N.C,T. �d+�e36, 05/26/1993. �� OSO CREEK ON `�?S 91I. v1 99• F S DAVID L. GALLOWAY rp gj VOL. 2207, PG. 982 cri o D.R,N,C.T. FOUND 3/4" � N89'08'32'E IRON PIPE 842,19, SET 5/8' IRON ROD 3 c► .41 'rF APop Ofto � N 2 LEASE AREA SO4.02'31'E 122.30' 67,69 ACRES N85.52'29'E 68.05' CHORD =S18'16'00'W 77.76' e R = 5,925.58' 3 L = 77.76' Co �� QJ POINT OF BEGINNING FOUND 1" IRON PIPE. FOUND 5/8' IR❑N ROD. �Q S89.15'39'W PL 1870.98' Z COASTAL BEND COMMUNITY FOUNDATION /Iii DOC. #2012001980 ❑.P.R.N.C.T. f� MAP TO ACCOMPANY FIELD NOTES. 300 0 300 600 0 — SET 5/8" IRON ROD. M.R.N.C.T. — MAP RECORDS OF Scale In Feet NUECES COUNTY, TEXAS. LEASE AREA FOR zSFN CITY of CORPUS CHRISTI, TEXAS REGIONAL YOUTH SPORTS COMPLEX OWNER: CITY OF CORPUS DOC. #941343 O.P.R.N.C.T. R PUBLIC WORKS — ENGINEERING BEING A TRACT OF LAND CONTAINING 67.69 ACRES OUT OF SURVEY ACIMIY - 361-826-3500 THE NORTH 100 ACRES OF THE BERTHA MORGAN HOMESTEAD vaft 06/2;/16 CT. FRACTIONAL SECTION D. IAURELES FARM TRACTS AS &am A k Dem onn`1 AV-YOVIf��'� RECORDED IN VOLUME 3, PAGE 15, MAP RECORDS OF Chdid W. a nE9M NUECES COUNTY. TEXAS. a Joet M=44L YOM WOM Ca"" 5+w r OF t EXHIBIT Regional Youth Sports Complex Lease Area 30.22 Acres STATE OF TEXAS COUNTY OF NUECES Fieldnotes for a tract of land containing 30.22 acres out of the North 100 acres of the Bertha Morgan Homestead Tract, Fractional Section D, Laureles Farm Tracts as recorded in Volume 3,Page 15, Map Records of Nueccs County,Texas. Commencing at a found I"iron pipe on the east boundary line of the F.V. Arnim 215.54 acre tract, said Section D, for the southwest comer of said North 100 acres of the Bertha Morgan Homestead Tract; Thence,North 18°04'02"East,partially along the common boundary line of said F. V.Arnim Tract and the west boundary line of said Bertha Morgan Homestead Tract,at 1,574.61 feet pass a found 3 4"iron pipe, in all a distance of 2,149.63 feet to a set 5/8 inch iron rod with City of Corpus Christi cap; Thence, North 89°46'30"East a distance of 216.16 feet to a 5 8 inch iron rod with City of Corpus Christi cap set on the edge of a brush line for the Point of Beginning and corner of this tract; Thence,with the westerly boundary of this tract,generally along said brush line,the following courses and distances: North 14°5 PI 5"West,a distance of 344.94 feet; North 13°33'21" East,a distance of 389.66 feet; North 25°21'35"West,a distance of 191.92 feet; North 74°18'01" West,a distance of 455.38 feet; North 87°28'10" West,a distance of 510.00 feet to the south bank of the Oso Creek,the bed of which is owned by the State of Texas, for the northwest comer of this tract; Thence, with the meanders of said south bank of Oso Creek,same being the gradient between this tract and said bed of Oso Creek,as shown on the shoreline survey of a 308.99 Acre Tract by David Pyle, RPLS 4700,dated 05/26/1993, the following courses and distances: North 64°05'50"East,a distance of 122.32 feet; North 79°54'20" East,a distance of 256.63 feet; North 87°32'18" East,a distance of 504.56 feet; South 77°01'42" East,a distance of 282.44 feet; South 63°02'27" East,a distance of 268.34 feet; South 53°19'17" East,a distance of 181.07 feet; South 47°28'03" East,a distance of 74.20 feet; South 27°50'00" East,a distance of 154.42 feet; South 19'19'27" East,a distance of 244.78 feet; South 20°24'51" East,a distance of 255.95 feet; South 23°44'43" East,a distance of 215.04 feet; South 31°44'18" East,a distance of 362.77 feet; South 38°38'17" East,a distance of 121.94 feet; South 51°13'00" East,a distance of 100.68 feet to a point on the west boundary of land of David Galloway,as recorded in Volume 2207,Page 982, Deed Records of Nueccs County,Texas, for the northwest corner of said Galloway tract and a comer of this tract; K Engmeamg Suney PROTECTS JN-S OUTII SPORTS COMPLEX_015 dug R"wI5pon3Compjr%-FN-30 22 ACRES DOC P I - EXHIBIT 'B' Thence,South 06°08'28"West, leaving said gradient boundary,with the west boundary of said Galloway tract,same being the east boundary of this tract,a distance of 60.67 feet to a 5 8 inch iron rod with City of Corpus Christi cap set for the southeast comer of this tract; Thence, South 89°08'32"West, with the south boundary of this tract,a distance of 842.19 feet to a point on the edge of a brush line for the southwest comer of this tract; Thence,with the westerly boundary of this tract,generally along said brush line, the following courses and distances: North 00°50'01" West,a distance of 161.95 feet; North 52°59'11" West,a distance of 325.99 feet; North 38°26'06" West,a distance of 168.96 feet; North 14°51'15" West,a distance of 46.96 feet to the Point of Beginning and having an area of 30.22 acres of land. Bearings based on the Texas State Plane Coordinate System, South Zone,NAD 83 as per shoreline survey of a 308.99 Acre Tract by David Pyle, RPLS 4700,dated 05 26 1993. STATE OF TEXAS COUNTY OF NUECES 1, Russell D.Ochs,a Registered Professional Land Surveyor, hereby certify that the foregoing field notes were prepared by me from a land survey made on the ground under my supervision. This the 30"day of May, 2017 j �E OF T� G%STgq•'r,9 :. . . I..s�... OCHS • Russell D.Ochs,R.P.L.S. ,go 5241 O'- State of Texas License No.5241 SURV K Fnrmmu s sun ery PRowns JN-Y(XJTII SPORTS COMPLEX-:DIS J,g Rts,-uI5lwnsCv.VI -F\)D'_=ACRES DOC ht c l f! ANIBIT 'B' GRADIENT BOUNDAR OSQ SHORELINE SURVEY BY DAVID PYLE, N61Z232' N79'54'20"E N87j2 18"E RPLS 4700, DATED MAY 26, 1993 256.63 504.56' 07.1 42» N8 7 28 0., N) 282.48 £ �iQ N 51p QO' W 85180,,1!' .�8, 2 E LINE TABLE NC: LINE BEARING DISTANCE s L1 S63'02'27'E 268.34 W `� L2 S53'19'17'E 181.07 L3 S47.28'03'E 74,20 L4 S27'50'00'E 154,42 L5 S19'19'27'E 244.78 CO r L6 S23'44'43'E 215.04 L7 S38°38'17'E 121.94 N L8 S51'13'00'E 100.68 z r1 LEASE AREA N o L9 S06'08'28'W 60.67 w ? L10 NOo'50'01'W 161.95 tj 30,22 ACRES �cpo PLP'- L11 N38'26'06'W16896 c° - `r --t.--t.. _� U! rn SET 5/8` IR❑N ROD —N8 6'30-E !0.,--POINT OF BEGINNING oN 216,16' -" ~SET 5/8' IRON ROD rat CITY OF vy <� CORPUS CHRISTI, TX DOC. #941343 O.P.R.N.C.T. 2s A -Z crt Ory a 2 FOUND 3/4" 9- IRON PIPE <� J ry � o 0 2 �o co /a S89'08 32"W rn g V o p�. ^°` ,lb 842.19' —� Ln Q - 0 o V- = Q N 20 ^`� 3rn j ry�� POINT OF COMMENCEMENT SET 5/8' IRON ROD �, OQ FOUND 1" IRON PIPE. Lj l¢7aU 0 VO A ru S MAP TO ACCOMPANY FIELD NOTES. o — SET 5/8" IRON ROD WITH CITY —' 300 o Do 600 OF CORPUS CHRISTI CAP q j M.R.N.C.T. — MAP RECORDS OF Scale In Feet NUECES COUNTY, TEXAS. G LEASE AREA FOR CITY of CORPUS CHRISTI, TEXAS ggg[RECORDED REGIONAL YO EPM SPORTS COMPLEX NER: CITY OF CORPUS DOC. #941343 O.P.R.N.C.T. PUBLIC WORKS — ENGINEERING NG A TRACT OF LAND CONTAINING 30.22 ACRES OUT OF SURVEY ACnK Y - 361-826-3500 NORTH 100 ACRES OF THE BERTHA MORGAN HOMESTEAD Daw as/W/n �PRCJW5%A-MM WWM CM ar-2001 CT, FRACTIONAL SECTION D, LAURELES FARM TRACTS AS &MM W R arm dy%figlan0Spwb0-rglocd'p IN VOLUME 3. PAGE 15. MAP RECORDS OF Q1°bdw. a Nisi HCES COUNTY. TEXAS. P79 rovnf 5>aaars srdrr i ar t �x URBAN EXHIBIT ENGINEERING Job No.: 42900.137.02 February 2,2018 105.39 Acre Proposed Lease Tract STATE OF TEXAS COUNTY OF NUECES FIELDNOTES for a 105.39 Acre, Lease Tract, being of a 308.99 Acre T;act out of Section "D", Laureles Farm Tracts, a map of which is recorded in Volume 3. Page 3, %1q ltwrds of Nueces County, Texas; said 308.99 Acre Tract being described in a Speer Warranty Deed ;from Joslin Partnership, Ltd., to the City of Corpus Christi as recorded in Docament No. 941343, Official Public Records of Nueces County, Texas; said 105.39 Acre Tract being m QM fult� des"ibed as follows: Beginning at a 1 Inch Iron Pipe Found, for an inner ell corer orthe said 308.99 Acre Tract and the Southeast corner of this Tract: Thence, South 89"08'49" West, with the South boundary line of the said 308.99 Acre Tract. 2803.89 Feet, to the Southwest corner of this Thct, frown whence a 5/8 Inch Iron Rod Found, for the Southwest corner of the said 308.99 Acre Fr-wt be*s, South 89`08'49" West, 1,265.87 Feet. Thence, North 10°24'26" East,over and across the said 308.99 Acre Tract, 1713.79 Feet, to the Northwest corner of this Tract; Thence, North 74°58'49" East, 719.03 Feet, to the South bank of the Oso Creek as described in the said Document N-o. 94L343, a the said Official Public Records, for the Northeast boundary line of the said 308.99 Acre Tract alid IWs Tract; Thence, mO the ineandem of the said South bank of Oso Creek as described in the said Document No. 94043, the NM, heast boundary line of the said 308.99 Acre Tract and this Tract as follows; • North 058149" East, 719.03 Feet; r do 14°55'54" East, 81.07 Feet; • Sbuth 19°33'35" East, 144.53 Feet; • South 48°06'31" East, 139.46 Feet; • South 50°11'35" East, 196.47 Feet; • South 79°36'01" East, 197.51 Feet; • North 76°20'26" East, 336.53 Feet; • North 68°16'21" East, 220.25 Feet; • North 64°06'07" East, 138.76 Feet; l RBANFS020ata'Surveymg'A2900`B702 ProposedLeaseTract_105 39Acre;docx Pagel of 2 OFFICE:(361)854-3101 2725 SWANTNER DR. •CORPUS CHRISTI,TEXAS 78404 FAX(361)854-6001 voA-.urbwacsjp,c0.gi TBPE Firm 9 145 •TBPLS Firm# 10032400 URBAN EXHIBIT ENGINEERING Thence, departing the said South bank of Oso Creek, the Northeast boundary line of the said 308.99 Acre Tract, over and across the said 308.99 Acre Tract and with the boundary line of this Tract as follows; • South 87°29'43" East,499.57 Feet; • South 74°10'30" East,455.94 Feet; • South 25°19'08" East, 193.81 Feet; • South 13°26'37" West, 391.06 Feet; • South 14°52'39" East, 344.16 Feet: • North 90°00'00" West, 214.33 Feet; Thence, South 18°04'19" West, 576.86 Feet. to the Point of BeginRio& cmtartxing 11b.39 Acres (4,590,615 Sq. Ft.)of Land, more or less. Grid Bearings and Distances shown hereon are referenced to tke Texas Caordinate System of 1983, Texas South Zone 4205, and are based on the North Ain can fu[unrOf I9&3�2011) Epoch 2010.00. Unless this fieldnotes description, including preamble, sell and signature, appears in its entirety.. in its original form, surveyor assumes no responsibility for its accuFacy.Atso reference accompanying sketch of'lract described herein_ URBAN ENGINEERING The aforementioned description is - - - Pre)iminars�, this document shall not- be recorded 1l Preliminary and Subject to Chan for arty purpose and shall not be used or viewed or relied upon as a final survey document. James D. Carr, R.P.L.S. License No. 6458 MRBANFS02 Data,Surve}mg 42900 B 702\Proposed Lease Tract 105 39Acres doc-, Page 2 of 2 OFFICE:(361)854-3101 2725 SWANTNER DR. •CORPUS CHRIST[,TEXAS 78404 FAX(361)854-6001 %A g.urbaneng.com TBPE Firm# 145 •TBPLS Firm# 10032400 UNE 9EAR:N0 DISTANCE u 569' 08 49'4 280399 12 910' 24' 260 171379 03 N74' 58' 49•E 71903 L4 514' 55' 54.1 81 07 L5 SIG' 33' 350 144.53 16 548' 06' 31'E 139.46 17 550' a' 35t 19647 579' 39 41.0 197 51 TS 978' 20' 2C0 336 53 4,10 940' 16' 211E 229.25 111 984' 08' 010 138 76 L12 597 29 431E 400 57 L13 574' 10' 301 45854 114 525' 19' 081 193.81 115 513' 26' 37•w 39' 58 118 514 52' 390 117 178 '00•W 11433 516' 04' 16.0 +76.68 497'00 5 00 •.'re, out of Scctlrn "0" Leureles Form Tract, 401 3 Pq '5, Mop 9e001ds of Nueces Cbunly.1 x0. (Owner. Agape Ranch) (Dor No 2016053230, 0P12 t+C T) L3 3146 99 here '1401 L•e ly Shares 1.-, o. I1,o Poi E 13 gen 041410 0.0! u, 1'g 1 5, Al P614C1 and 1 0 .oulelcs 'mn 71005 401 3, 9. 15 ucp Records of Nu GCs Court,,,, Dar Nc !a 343 a s 589'08'492W 1265 87 Flood Note: By graphic plotting only, this property Is currently in Zone 'C', 'B', and 'A7'. of the Flood insurance Rate Mop, Community Panel Number 485494 0505 D, City of Corpus Christi, Texas, which bears an effective date of June 4, 1987 and Is partially In a Special Flood Hazard Area. General Notes: 1.) This Is Hot a Boundary Survey. 2.) Some features shown on this Survey may be out of scale for clarity. 0� 1 C1eek t6 '" L8 L9 105.98 Acres PROPOSED LEASE TRACT 4.590.815 Sg.Ft, Portion of 10321 Acre from out or Sec .on "0• L m :,Mels l Records Ole Nome! County, 14.44 annp" 0,474 n Mme 04ane7, 1 002, M 144 20140.20'15 OP NC 1'A Exhibit B Sketch to Accompany FlELDNOTES for a 105.39 Acre, Lease Tract, being of a 308.99 Acre Tract out of Section '0; Laureles Form Tracts, a map of which is recorded in Volume 3, Page 15, Map Records of Nueces County, Texas; said 308.99 Acre Tract being described in a Special Warranty Deed from Joelin Partnership, Ltd., to the City of Corpus Christi as recorded in Document No. 941343, Official Public Records of Nueces County, Texas. L1 798.57 Acre 4.1Aoton lemi.D 4u 410 rarmTructs Vel3 Pq 15 ,07 111 1 Do No 0012001413. D P R N C 1050 700 350 L12 1.1.3 EXHIBIT 'C' 700 230 Acre Opllonol L0050 23 Tract L17 `.. /. N GRAPHIC WALE 1 =700 A0 6 `— )08 99 Acre 1,471 0,115 S114,es 1 -4 al 11,4 0 Pout F tdat;erl-Fiat.--. _ 40"Vag i' PG. 114 M P./% IJ ,, T "Point of 71714 r I Sectron C LO:rrrle5 Farm T,ON,s Beginning"vol 3 Fy 13, trap (�. r!"nr'd9 Ct Nuec :'9 .C'/nth•, Tex�� Por No 501343 P14 51 `11 IA 1el[ 204, 66 146. 1erU 7181 60 10032400 2225 5901701 alk m64u3 00051, Tx 78434 'NOG 301.654,3101 wxw39a NCW17(Y URBAN ENGINEERING 1ulgsad: • 5/8 Inch Iron Rod Found Q I Inch Iron Pipe Found DATE: Feb. 2, 2018 SCALE: 1`=700' JOB NO.: 42900.B7.02 SHEET: 1 OF 2 DRAWN BY: CTS urbansurveylDurbaneng.com 02018 by Urban Enaineerinn Oso Creek LOCATION MAP Sketch to Accompany FIELDNOTES for a 105.39 Acre, Lease Tract, being of a 308.99 Acre Tract out of Section 'D", Laurels! Farm Tracts, a map of which Is recorded in Volume 3, Page 15, Map Records of Nueces County, Texas; said 308.99 Acre Tract being described in a Special Warranty Deed from Joslin Partnership. Ltd., to the City of Corpus Christi as recorded in Document No. 941343, Official Public Records of Nueces County, Texas. IImWMO. 140 MU FM 1'7]MTh0. tlIMR12140, MK. 21 054.3101 1IwAOBMEIgcau URBAN ENGINEERING EXHIBIT 'C' DATE: Feb. 2, 2018 SCALE: NTS JOB NO.: 42900.87.02 SHEET: 2 OF 2 DRAWN BY: CTS urbansurveylcurboneng.com 02018 by Urban Engineering • — wnmllrlWoln WOW. 1 ` )17 fun 1.01.4101.16.11 .1{30,..121‘10 : owi ie wo ry 1 1 rwM•ngMAa Mo. N. WAN «4su�sr ct11"�'An311 20123 ACRES OF I PROPOSED SPORTS COMPLEX 1 LEASE AREA 1 EXHIBIT 'D' 300 600 Gk41'HIL SLALL LEG .D NETLAND (APPROX.) 100 -YR 1000 PLAIN BOUNDARY (PROPOSED) PROPERTY LUNE SPORTS COMPLEX SITE PLAN EXHIBIT 04/00/2018 ENGINEERING 02018 by U•••.• Enginetting 1 L / '/ 1 / / I / I / / APPROXIMATE 100 -YEAR FLOOD PLAIN BOUNDARY (PROPOSED) -- Y 387 70 ACRES OUTSIDE OF APPROXIMATE PROPOSED 100 -NEAR FLOOD PLAIN EXHIBIT 'E' 0 300 600 GRAPH C SCALE X600 LEGEDO PROPER TY UNE APPROXIMAIE PROPOSED 100 -YEAR FL000 PLAIN BOIINJARY SPORTS COMPLEX APPROXIMATE AREA OUTSIDE 100 -YEAR FLOOD PLAIN 06/06/2068 ENGINEERING 02018 Ly MrL.$ Gnyeneneny CRAPHIr_ �- T I '� IPC;dO r r� s' Iy eawoARv e�m3 A•.� ———— PWpPERi U E f r d 1� 1 _ ply I — _..-�:.^_� -- —J �.�.,m� w..�w' ...�.�„r•.,r,, ztts2xx�sos �/� y - "°.. ._ - sP�+;scouaeex [cv/ _ Lf&SEIJSEA SPORTS COMPLEX r� SITE PLAN EXHUT d �N ENGINEERING �° n1m6 W aeon u4neerry se GO O Va. AGENDA MEMORANDUM Future Item for the City Council Meeting of April 17, 2018 NORPOPPEAction Item for the Cit Council Meeting of April 24, 2018 1852 Y g p DATE: April 17, 2018 TO: Margie C. Rose, City Manager FROM: Esther Velazquez, Assistant to the City Manager EstherV@cctexas.com 361.826.3093 Professional Service Management Agreement for the Corpus Christi Museum of Science and History CAPTION: Resolution to execute a five-month agreement with CCMJV, LLC of Corpus Christi, Texas to operate and manage the Corpus Christi Museum of Science and History PURPOSE: The purpose of this item is to enter into a 5 month professional service management agreement with updated terms as agreed upon by the City and CCMJV, LLC (CCMJV). This agreement expires on September 30, 2018. BACKGROUND AND FINDINGS: In 2012 the City entered into a management agreement with CCMJV for the operation of the Corpus Christi Museum of Science and History (Museum). The results have been positive, with increased attendance, programs and revenues. With this agreement, the City shall retain ownership of all Museum land, buildings and collections. CCMJV will maintain the Museum's mission and continue to ensure the Museum's integrity by maintaining its accreditation through the American Association of Museums and its certification as an archeological repository through the Texas Historical Commission. During the five months of this agreement staff will go through a request for proposal (RFP) process to select an entity and enter into an agreement with a term beginning on October 1, 2018. ALTERNATIVES: Not authorizing this agreement. OTHER CONSIDERATIONS: CCMJV continues their commitment to the future of the Museum with this agreement. CONFORMITY TO CITY POLICY: N/A DEPARTMENTALCLEARANCES: Legal Budget Finance FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item $562,892 $562,892 BALANCE Fund(s): General Fund Comments: N/A RECOMMENDATION: Staff recommends approval of this item. LIST OF SUPPORTING DOCUMENTS: Agreement Resolution Presentation Resolution to execute a five-month agreement with CCMJV, LLC of Corpus Christi, Texas to operate and manage the Corpus Christi Museum of Science and History WHEREAS, State law provides that such procurements, as outlined above, are subject to statutory procurement requirements, including competitive bids, unless an exception applies; WHEREAS, Texas Local Government Code, Section 252.022(a)(4), provides: "(a) This chapter does not apply to an expenditure for: . . . (4) a procurement for personal, professional, or planning services"; and WHEREAS, CCMJV, LLC is an organization whose principals have substantial experience and expertise in the management, operation, and marketing of museum and amusement services. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. The City Council finds that the procurement for management of the Corpus Christi Museum of Science and History is a professional service. Section 2. The City Manager or designee is authorized to execute a five-month agreement with CCMJV, LLC of Corpus Christi, Texas to operate and manage the Corpus Christi Museum of Science and History. 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 Page 2 of 2 PROFESSIONAL SERVICE MANAGEMENT AGREEMENT FOR THE CORPUS CHRISTI MUSEUM OF SCIENCE AND HISTORY BETWEEN CITY OF CORPUS CHRISTI AND CCMM LLC 1 Article1 ......................................................................................................................................................11 Definitions ..................................................................................................................................................11 ARTICLE2.................................................................................................................................................16 INTRODUCTION...................................................................................................................................... 16 2.1 Term................................................................................................................................................ 16 2.2 Grant of Authority........................................................................................................................... 16 2.3 Nature of Relationship..................................................................................................................... 16 2.4 Contract Administrator.................................................................................................................... 16 ARTICLE3................................................................................................................................................. 17 MANAGEMENT AND OPERATION OF PREMISES AND PERSONAL PROPERTY........................ 17 3.1 Premises........................................................................................................................................... 17 3.2 Personal Property. .......................................................................................................................... 17 3.3 Use of the Premises......................................................................................................................... 17 (a) Required Use............................................................................................................................... 17 (b) Prohibited Use............................................................................................................................. 17 (c) No Illegal Uses or Nuisances...................................................................................................... 17 3.4 Parking Lot Use............................................................................................................................... 17 ARTICLE4................................................................................................................................................. 18 EXISTING THIRD-PARTY AGREEMENTS........................................................................................... 18 4.1 Existing Third-Party Agreements................................................................................................... 18 ARTICLE5................................................................................................................................................. 18 Operations................................................................................................................................................... 18 5.1 CCMJV Responsibility.................................................................................................................... 18 5.2 Museum Mission.............................................................................................................................18 (a) Internal Strategic Objectives....................................................................................................... 18 5.3 City Operations Support Payments. ................................................................................................19 (a) Operations Account. ................................................................................................................... 19 (b) Operation Support Payment........................................................................................................19 (c) Advancing of Funds for Operation Support................................................................................ 19 (d) Over Budgeted Expenses............................................................................................................20 (e) Unbudgeted and Under Budgeted Expenses...............................................................................20 5.4 City Paid Expenses..........................................................................................................................20 2 (a) City Provided Services................................................................................................................20 (1) Informational Technology Services........................................................................................20 (2) Building Maintenance Service................................................................................................20 (3) Mail Service. ..........................................................................................................................20 (b) Electricity....................................................................................................................................20 5.5 City Procurements..........................................................................................................................20 (a) Computers Procurement..............................................................................................................21 (b) Multifunction Copier Procurement.............................................................................................21 (c) Elevator Maintenance Procurement............................................................................................21 5.6 Water,Gas, and Waste Water..........................................................................................................21 5.7 Proportionate Year. ........................................................................................................................21 ARTICLE6.................................................................................................................................................21 ACCREDITATION, CERTIFICATION,LICENSING,AND PERMITS................................................21 6.1 Required Accreditation and Certification........................................................................................21 6.2 Licenses and Permits.......................................................................................................................21 6.3 City Representations.......................................................................................................................22 ARTICLE7.................................................................................................................................................22 MUSEUM COLLECTION MANAGEMENT...........................................................................................22 7.1 Collection Inventory........................................................................................................................22 7.2 Collection Management Policy.......................................................................................................22 7.3 Deaccession of Collection...............................................................................................................22 7.4 Deaccessioned Objects....................................................................................................................23 (a) Disposal by Sale..........................................................................................................................23 (b) Disposal by Exchange or Donation.............................................................................................23 (c) Disposal by Transfer...................................................................................................................23 (d) Donor Notification......................................................................................................................23 7.5 Acquisitions,Loans, and Destructive Analysis of Collections. ......................................................24 ARTICLE8.................................................................................................................................................24 NEW FACILITIES OPERATING AND MAINTENANCE COSTS........................................................24 8.1 New Facilities Operating and Maintenance Costs..........................................................................24 ARTICLE9.................................................................................................................................................24 ADMISSIONS............................................................................................................................................24 9.1 Admissions......................................................................................................................................24 3 9.2 Access.............................................................................................................................................24 9.3 Admissions Tax...............................................................................................................................25 ARTICLE10...............................................................................................................................................25 PURCHASES OF SUPPLIES AND SERVICES.......................................................................................25 10.1 Purchase of Supplies and Services..................................................................................................25 10.2 Contacting Historically Underutilized Businesses..........................................................................25 10.3 Expenditures in Excess of Ten Thousand Dollars($10,000).........................................................25 10.4 CCMJV Municipality Status...........................................................................................................26 ARTICLEI I...............................................................................................................................................26 FACILITY IMPROVEMENTS AND ALTERATIONS............................................................................26 11.1 Facility Improvements and Alterations...........................................................................................26 11.4 Approved Facility Improvements and Alterations. .........................................................................26 11.5 Title to Improvements.....................................................................................................................26 11.6 CCMJV's Personal Property............................................................................................................26 ARTICLE12...............................................................................................................................................26 ENGINEERING, STRUCTURAL AND LAYOUT STUDIES.................................................................26 12.1 Studies............................................................................................................................................26 ARTICLE13...............................................................................................................................................26 ADVERTISING..........................................................................................................................................26 13.1 Museum Advertisement...................................................................................................................27 13.2 Advertisement Reimbursement.......................................................................................................27 13.3 Use of Hotel Occupancy Tax Funds. :............................................................................................27 ARTICLE14...............................................................................................................................................28 NAMINGRIGHTS.....................................................................................................................................28 14.1 Museum Name. ...............................................................................................................................28 14.2. Donation Acknowledgement...........................................................................................................28 ARTICLE15...............................................................................................................................................28 MAINTENANCE.......................................................................................................................................28 15.1 General Maintenance......................................................................................................................28 15.2 Random Inspection.........................................................................................................................28 15.3 In-Kind Maintenance......................................................................................................................28 15.4 Contractor Insurance .......................................................................................................................28 ARTICLE16...............................................................................................................................................29 4 STAFFING AND EMPLOYEES...............................................................................................................29 16.1 Employees.......................................................................................................................................29 16.2 Payroll and Taxation. .....................................................................................................................29 (a) CCMJV Payroll...........................................................................................................................29 ARTICLE17...............................................................................................................................................29 GOVERNANCE.........................................................................................................................................29 17.1 Governance.....................................................................................................................................29 ARTICLE18...............................................................................................................................................29 ROLES........................................................................................................................................................29 18.1 Advisory Board. ..............................................................................................................................29 18.2 Museum Executive Director............................................................................................................29 18.3 Museum Collection Manager..........................................................................................................30 18.4 Museum Registrar. ..........................................................................................................................30 18.5 Museum Educator Director. ............................................................................................................30 18.6 Exhibit Manager..............................................................................................................................30 ARTICLE19...............................................................................................................................................30 PROFESSIONALSTAFF..........................................................................................................................30 19.1 Minimum Professional Staff...........................................................................................................31 19.2 Modification of Minimum Professional Staff. ................................................................................31 19.3 Minimum Qualification and Experience for Professional Staff......................................................31 (a) Museum Executive Director's Minimum Qualifications............................................................31 (b) Museum Collection Manager Minimum Qualifications.............................................................31 (c) Museum Registrar Minimum Qualifications. .............................................................................31 (d) Museum Educator Minimum Qualifications...............................................................................31 (e) Museum Educator Assistant Minimum Qualifications...............................................................31 (f) Exhibit Manager Minimum Qualifications.................................................................................32 19.4 Waiver of Minimum Qualifications................................................................................................32 ARTICLE20...............................................................................................................................................32 FISCALMATTERS...................................................................................................................................32 20.1 Capital Campaign...........................................................................................................................32 20.2 Miscellaneous Fees and Prices.......................................................................................................32 20.3 Franchises or Concessions...............................................................................................................32 20.4 Solicitation of Private and Public Funding......................................................................................32 5 20.5 Grant Funding.................................................................................................................................33 ARTICLE21...............................................................................................................................................33 PROHIBITED TRANSACTIONS AND BENEFITS................................................................................33 21.1 Benefits to Individuals....................................................................................................................33 ARTICLE22...............................................................................................................................................33 REVENUE..................................................................................................................................................33 22.1 Revenue Account. ...........................................................................................................................33 22.2 Proportionate Year..........................................................................................................................33 ARTICLE23...............................................................................................................................................33 ADMINISTRATIVE&MANAGEMENT FEE........................................................................................33 23.1 Administrative Fee..........................................................................................................................33 ARTICLE24...............................................................................................................................................34 REPORTING OBLIGATIONS..................................................................................................................34 24.1 Annual Reporting Requirements.....................................................................................................34 24.2 Quarterly Reporting Requirements..................................................................................................34 24.3 Monthly Reporting Requirements..................................................................................................34 ARTICLE25...............................................................................................................................................34 BOOKSAND RECORDS..........................................................................................................................34 25.1 Financial Records...........................................................................................................................35 25.2 City Audit Participation..................................................................................................................35 ARTICLE26...............................................................................................................................................35 CCMJVCODE OF ETHICS......................................................................................................................35 26.1 CCMJV Code of Ethics...................................................................................................................35 26.2 Ethics Report...................................................................................................................................35 ARTICLE27...............................................................................................................................................35 INSURANCE..............................................................................................................................................35 27.1 Liability Insurance..........................................................................................................................35 (a) Commercial General Liability Insurance....................................................................................35 (b) Business Automobile Liability Insurance...................................................................................36 (c) Crime and Fidelity Coverage......................................................................................................36 (d) Workers'Compensation and Employers' Liability.....................................................................36 27.2 Policy Rating and Primary Insurance Requirements.......................................................................36 27.3 Policy Requirements........................................................................................................................36 6 27.4 Proof of Policy................................................................................................................................36 27.5 Request of Policy.............................................................................................................................37 27.6 Commencement of Work. ...............................................................................................................37 27.7 Primary Insurance............................................................................................................................37 27.8 Liability Insurance Modification.....................................................................................................37 27.9 Policy Renewal................................................................................................................................38 27.10 Failure to Insure..............................................................................................................................38 27.11 Property Insurance...........................................................................................................................38 27.12 Business Interruption Insurance......................................................................................................38 27.13 Waiver of Subrogation. ..................................................................................................................38 27.14 Payment of Damages.......................................................................................................................38 27.15 Report of Accident. .........................................................................................................................38 27.16 Proceeds of Casualty Insurance.......................................................................................................38 ARTICLE28...............................................................................................................................................39 REPRESENTATIONS AND WARRANTIES...........................................................................................39 28.1 Representations and Warranties.....................................................................................................39 (a) Mission............................................................................................................................................39 (b) Forination. .......................................................................................................................................39 (c) Authority. ........................................................................................................................................39 (d) Conflicts and Consents....................................................................................................................39 (e) Conflict with Orders, etc.................................................................................................................40 (f) Litigation. ........................................................................................................................................40 ARTICLE29...............................................................................................................................................40 FORCEMAJEURE....................................................................................................................................40 29.1 Force Majeure.................................................................................................................................40 ARTICLE30...............................................................................................................................................40 INDEMNITY..............................................................................................................................................40 30.1 Indemnification and Hold Harmless..........................................................................................40 30.2 Relationship to Insurance Obligations.............................................................................................42 ARTICLE31...............................................................................................................................................42 DEFAULT; TERMINATION OF AGREEMENT; REMEDIES...............................................................42 31.1 Termination by City. ......................................................................................................................42 31.2 Termination by CCMJV.................................................................................................................42 7 ARTICLE32...............................................................................................................................................42 SURRENDER OF PREMISES...................................................................................................................42 32.1 Surrender of Premises; Transition..................................................................................................43 ARTICLE33...............................................................................................................................................43 HAZARDOUS MATERIALS....................................................................................................................43 33.1 Definitions......................................................................................................................................43 (a) "Environmental Laws"................................................................................................................43 (b) "Hazardous Material".................................................................................................................43 (c) "Release".....................................................................................................................................44 33.2 No Hazardous Materials.................................................................................................................44 33.3 CCMJV's Environmental Indemnity..............................................................................................44 ARTICLE34...............................................................................................................................................44 ASSIGNMENTS; SUBCONTRACTING..................................................................................................44 34.1 Assignments; Subcontracting. ........................................................................................................44 ARTICLE35...............................................................................................................................................45 NOTICES....................................................................................................................................................45 35.1 Notices............................................................................................................................................45 ARTICLE36...............................................................................................................................................45 COMPLIANCE WITH LAWS...................................................................................................................45 36.1 Generally........................................................................................................................................45 36.2 Preexisting Conditions. ..................................................................................................................45 36.3 Americans with Disabilities Act.....................................................................................................46 36.4 Non-Discrimination Ordinances.....................................................................................................46 ARTICLE37...............................................................................................................................................46 TAXES, ASSESSMENTS, LICENSES,PERMIT FEES, AND LIENS ...................................................46 37.1 Taxes, Assessments, Licenses,Permit Fees, and Liens..................................................................46 37.2 Sales Tax.........................................................................................................................................47 37.3 Unpaid taxes....................................................................................................................................47 ARTICLE38...............................................................................................................................................47 MISCELLANEOUS...................................................................................................................................47 38.1 Liability of the City.........................................................................................................................47 38.2 Liability of CCMJV.........................................................................................................................47 38.3 Liens...............................................................................................................................................47 8 38.4 Parties and Their Agents. ................................................................................................................47 38.5 Dispute Resolution. .........................................................................................................................47 38.6 No Implied Waiver..........................................................................................................................48 38.7 Headings and Subheadings.............................................................................................................48 38.8 Successors and Assigns...................................................................................................................48 38.9 Access to Museum...........................................................................................................................48 38.10 Relationship of Parties.....................................................................................................................48 38.11 Agreement Made in Texas..............................................................................................................48 38.12 Integrated Agreement; Modification...............................................................................................48 38.13 Counterparts. ..................................................................................................................................49 38.14 Exhibits............................................................................................................................................49 38.15 Non-Liability of Officials, Employees, and Agents........................................................................49 38.16 Time of Essence. .............................................................................................................................49 38.17 Survival of Indemnities. ..................................................................................................................49 38.18 Good Faith Dealings........................................................................................................................49 38.19 Severability......................................................................................................................................49 38.20 Non-Appropriation...........................................................................................50 38.21 Certificate of Interested Parties........................................................................... 50 38.22 Conflict of Interest............................................................................................50 38.23 Failure to Appropriate Funds................................................................................50 38.24 Verification Regarding Israel................................................................................51 EXHIBITS Exhibit A - Museum Premises Exhibit B - Museum Parking Lot Diagram Exhibit C - Current Accreditation and Certification Exhibit D - Licenses and Permits Exhibit E- Collection Management Policy Exhibit F - Museum Deaccession Process Exhibit G - Admission Fees 9 Exhibit H - Governance Exhibit I- Museum Value for City Insurance Policy Coverage Exhibit J - Facility Use Policy Exhibit K— Facility Maintenance 10 CORPUS CHRISTI MUSEUM OF SCIENCE AND HISTORY PROFESSIONAL SERVICE MANAGEMENT AGREEMENT This Corpus Christi Museum of Science and History Professional Service Management Agreement(the"Agreement") is entered into as of the 1st day of May, 2018 between the CITY OF CORPUS CHRISTI, a Texas home rule municipal corporation (the "City") and CCMJV, LLC, a Texas limited liability company ("CCMJV"). RECITALS L The City, acting through its duly authorized City Manager ("City Manager"), currently owns the Corpus Christi Museum of Science and History (the"Museum"), together with all facilities, machinery, attachments, appurtenance, collections, artifacts, and exhibits, located in the City of Corpus Christi. The Museum is located at 1900 N. Chaparral Street and described in greater detail in Exhibit"A",which is attached; and II. CCMJV is an organization whose principals have substantial experience and expertise in the management, operation, and marketing of amusement services; and III. It is the City's intention that the Museum be operated in a First-Class and fiscally responsible manner with the objectives of creating a modern edutainment Museum that will appeal to both children and adults while maintaining the established history and science mission of the Museum, as well as the certification and accreditation; minimizing financial operating requirements required from public funds; and, in general, maximizing the utilization of the Museum for the benefit of the City,while minimizing, to the extent practical, the net cost to the City. NOW, THEREFORE, in consideration of the mutual promises and undertakings set forth and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows: AGREEMENT ARTICLE 1 DEFINITIONS As used in this Agreement, the following terms shall have the following meanings: "Advisory Board" shall mean the Corpus Christi Museum of Science and History Advisory Board assembled under the authority of City Ordinance 2-90. The Advisory Board is assembled to serve as an advisor to the Museum department and to the City Council in matters of support and development of the Museum. The board may adopt comprehensive policies relating to the management of collections, acquisitions for the collections, disposition and the deacquisition of objects in and for the collection, and use of Museum facilities. "Affiliate" shall mean with respect to any corporation, partnership or other entity, any other such entity which is and at all times remains Controlled(as hereinafter defined)by,under 11 common Control with or which Controls the first such entity, and(ii) "Control" means direct or indirect ownership of not less than 10% of all the voting stock of a corporation or not less than 10% of the legal and equitable interest in a partnership or other entity or the ability to direct management, operations or policy decisions of such corporation, partnership or other entity. "Annual Report" shall mean the annual report prepared by CCMJV setting forth a summary of the operations of the Museum and the services provided by CCMJV for the preceding year, along with information regarding plans for the upcoming report year, as further described in 27.1 below. "AAM" shall mean the American Association of Museums or its successor as the nationally recognized agency for accrediting Museums. "Business Day„ shall mean any day on which banks in the State of Texas are open for business, excluding Saturdays and Sundays. "Capital Campaign" shall mean an intensive fund raising effort designed to raise a specified sum of money within a defined time period for facility improvement to the Museum. These facility improvements can include the construction of new buildings, renovation or enlargement of existing buildings, purchase or improvement of land, acquisition of furnishings or equipment, and additions to endowment. "Code" shall mean the City of Corpus Christi Municipal Code, as it may be amended from time to time. "City„ shall mean the City of Corpus Christi, Texas and all of its boards, commissions, departments, agencies and other subdivisions. "City Council" shall mean the City Council of the City of Corpus Christi, Texas. "City Documents" shall mean City-created records and City-owned records pertaining to operation and management of the Museum that, on the Effective Date of this Agreement are in the City's custody. "Citv Manager" shall mean the City Manager of the City of Corpus Christi or the City Manager's designee. "Collection Committee" shall mean the committee responsible for accession and deaccesion of Museum Collections. The Collection Committee is made up of the Museum Collection Manager, Museum Librarian, Museum Registrar and the Museum Director, or as modified by Article 7 and Article 19 of this Agreement. "Collection Fund" shall mean an account which funds are only available for the purchase of Museum Collection objects. 12 "Depository" shall mean the place agreed to by the City and CCMJV, in which the bank accounts for the funds required to be maintained under this Agreement are to be deposited. "Effective Date" shall mean May 1, 2018. "Emergency Expenditure" shall mean any expenditure to the extent not included within an approved budget and not expected by CCMJV to be incurred but which is necessary to correct any condition that poses an imminent threat to public safety or material damage to the Museum. The parties agree that all costs to determine the source of,plans for, including remediation and correction of the interior moisture issue for the Museum Premises will be considered Emergency Expenditures. "First-Class" shall mean quality of the best; the finest; the highest class, grade, or rank; and highest distinction with respect to the operation, management, marketing, and promotion of the Museum, including but not limited to: professional promotion and marketing efforts; service- oriented guest and tenant services; premium food and beverage services; timely repairs, maintenance, and cleaning of building, equipment, and grounds; positive, safe and secure Museum for patrons and employees. "Fiscal Year" shall mean a 12-month period beginning on October 1 of each calendar year and ending on September 30 of the following calendar year. The City may change its Fiscal Year in which case the city must notify CCMJV of the change in writing at least 120 days before the end of the Fiscal Year in which the change will occur and the definition of Fiscal Year in this Agreement shall automatically change to reflect the new definition of the City's Fiscal Year. "Friends of the Museum" shall mean the Friends of the Corpus Christi Museum, an incorporated non-profit profit organization that is organized to support and aid the Corpus Christi Museum of Science and History. "Gross Revenue" shall mean all revenues excluding sales tax, from whatever source, received by CCMJV or the City from or in respect of the operation of the Museum and from any income generating activity associated with the Museum, including but not limited to the following: a) All revenues received from admission fees, concessions, rental events, and fees and charges for all other goods and services provided to the public at the Museum; b) membership fees received by CCMJV; c) all revenue from vending machines and the selling price of all merchandise sold in, on, about or from the Museum in the ordinary course of business; provided, however, that, with respect to revenue and sales of merchandise by vending machines not owned by or leased to CCMJV, only the amount paid to CCMJV on account of such sales shall be included; d) all other charges of any character made by CCMJV for the rendering of any service or goods or work of any kind conducted in, on, about or from the Museum including services rendered in exchange for donation. Except for"basic" membership fees, as set forth in subsection (b) above, "Gross Revenue" shall not include contributions, donations,pledges, or other gifts made by third parties to the Museum or CCMJV that are not derived directly from the 13 services provided by CCMJV related to the Museum. "Gross revenue" shall not include funds received by CCMJV from the City including Operational Support Payments.; and e) Gross Revenue does not include grants or donations received by CCMJV, Camp Program Revenue or Gift Shop Revenue. "Internal Strategic Obiectives" shall mean the thoughtfully constructed plan employed to achieve the Museum's Mission. "Management Fees" shall mean those fees payable to CCMJV under Article 23 in consideration for management services provided. "Museum" shall mean the Museum of Science and History and related facilities operated on the Premises, which is the subject of this Agreement. "Museum Collection" shall mean objects that form the core of the Museums activities for exhibitions, education, research, etc. All objects in the Museum Collection are included in the Museum Inventory referenced in Article 7. "Museum Collection Manager" shall mean the Museum employee responsible for supervising all aspects of collection care and collection inventories including managing acquisitions, accessions, and standardization of the collection catalogue. "Museum Department" shall mean City's Department of Museum. "Museum Executive Director" shall mean the director of the Museum, being a museum professional, maintains the mission of the Museum, as well as the certification and accreditation. "Museum's Mission"is defined in Article 5.2. "Museum Purposes" shall mean all purposes related to Museum operations and development either on the Premises or elsewhere, including but not limited to charitable, scientific, educational, archeology programs, activities, events, grounds, gardens,parks, exhibits, and research. "Operating Expenses" shall mean all operating and maintenance expenses incurred by CCMJV in the operation of the Museum,including without limitation the following: a) salaries, payroll taxes, and other payroll expenses; b) charges for utility services; c) expenses for repair and maintenance of equipment and furnishings; d) expenses for maintenance and repair and for cleaning of the Museum, including but not limited to expenses related to vandalism or other damage to gates, equipment, supplies, or the Museum Premises or Property; e) the cost of supplies, equipment, and animals; f) the cost attributable to noncapital replacement of equipment and animals; 14 g) license and permit fees; h) the cost of insurance attributable to insuring CCMJV against liability relating to the management and operation of the Museum;the cost of Workers' Compensation Insurance for employees of CCMJV; i) deductible amounts required and actually spent under any insurance policies; j) amounts paid by CCMJV in reasonable settlement of claims against CCMJV that are not paid by insurance carriers; k) maintenance and repair of grounds, gardens, and adjacent parks and landscape areas approved by the City Manager and CCMJV; 1) any other expense approved by the City Manager and agreed to by CCMJV; and m) Operating Expenses do not include landscaping services which will be provided by the City. "Operations Manual" shall mean a document developed by CCMJV which contains terms regarding the management and operation of the Museum, including detailed policies and procedures to be implemented in operating the Museum, as agreed upon by both the City and CCMJV. The parties acknowledge that to the extent that such manual contains any proprietary information of CCMJV (e.g., CCMJV-wide (not Museum-specific) operating policies, procedures and/or software); such information shall remain the property of CCMJV and shall not be kept at the Museum after the expiration or termination of this Agreement. "Operating Support Payment" shall mean all funding to be provided by the City to CCMJV pursuant to Article 5 of this Agreement in consideration for operation support provided to the Museum by CCMJV. "Outside Caterers" shall mean any caterer entering into an Outside Catering Agreement to provide catering services at the Museum for a single event. CCMJV will establish minimum commissions and/or fees, insurance and security deposits required in order for an Outside Caterer to operate at the Museum. Outside Caterer will pay CCMJV immediately following their catering event based on the Outside Catering Agreement with that Outside Caterer and CCMJV. "Outside Catering Agreement" shall mean the written agreement between CCMJV and an Outside Caterer for a single event to be held at the Museum. "Parking Lots" shall mean any and all existing and future parking facilities that serve the Museum as shown in Exhibit"B"which the parties may amend from time to time. "Personal Proper " shall mean the personal property described in Article 3.2 below. "Personal Proper Expenditures" shall mean all expenditures for additional or replacement furniture, fixtures, machinery or equipment which are not a permanent fixture to the Museum. 15 "Preexisting Condition" shall mean any condition of disrepair, structural weakness, latent defect or other fault of any part of the Property, or any noncompliance of any part of the Property with any applicable local, state or federal law, that existed on or before the Effective Date of this Agreement, except that such condition or noncompliance is not a pre-existing condition if either party knew of its existence on or before the Effective Date of this Agreement. The definition does not apply to the MOISTURE PROBLEM at the Museum Premises. "Premises" shall mean the real property and improvements described in Article 3 below. "Property" shall mean the Premises and the Personal Property, collectively. "Routine Repair and Maintenance" shall mean all ordinary maintenance and repair of the Museum facilities and equipment, and replacement of supplies that are normally performed on a day-to-day,periodic, or routine basis to keep such facilities and equipment in a good, clean, efficient, and safe condition. "Routine Repair and Maintenance" shall include such minor improvements to the grounds, gardens, adjacent parks and landscaped area, the buildings, structures, equipment, and facilities of the Museum as are necessary in the reasonable discretion of CCMJV to improve appearance and management. However, Routine Repairs does not apply to the City's duty to maintain the building and fixtures, or City expenses to be provided under Section 5.4(a) "THC" shall mean the Texas Historical Commission or its successor as the state agency for historic preservation. ARTICLE 2 INTRODUCTION 2_1 Term. The term of this Agreement(the"Term") begins on May 1, 2018 (the "Effective Date") and ends on September 30, 2018 (the "Termination Date"), unless sooner terminated as provided in this Agreement. 2_2 Grant of Authority. To enable CCMJV to perform its obligations under this Agreement, the City hereby grants to CCMJV, and CCMJV hereby accepts, the exclusive right and obligation subject to the provisions of this Agreement, in its own name, as an independent contractor and not as an agent of the City, to manage and operate the Museum. 2_3 Nature of Relationship. The parties agree that the only relationship created by this Agreement is that between the City, as owner, and CCMJV, as an independent contractor, for management and operating services and that CCMJV is an independent contractor, not an agent, employee,joint venturer or partner of the City. 2_4 Contract Administrator. Each party must appoint a Contract Administrator who shall monitor such party's compliance with the terms of this Agreement. CCMJV's Contract Administrator shall be its Museum Executive Director at the Museum,unless CCMJV notifies City of a substitute Contract Administrator in writing. City Manager shall notify CCMJV of the name of its Contract Administrator within thirty (30) days of execution hereof. Any and all 16 references in this Agreement requiring CCMJV or City participation or approval shall mean the participation or approval of such party's Contract Administrator. ARTICLE 3 MANAGEMENT AND OPERATION OF PREMISES AND PERSONAL PROPERTY 3_1 Premises. Subject to the terms, covenants, and conditions set forth in this Agreement, CCMJV shall exclusively manage and operate the Museum, comprising (a) Museum and all facilities as described in Exhibit A ("Current Museum Premises"), and (b) the parking lot as described in Exhibit B. Together the Current Museum Premises and the parking lot shall be referred to collectively in this Agreement as the "Premises." 3_2 Personal Property. Subject to the terms, covenants, and conditions set forth in this Agreement, the City agrees to provide, at no cost to CCMJV, use of personal property located at the Museum necessary to the operation and maintenance of the Museum. CCMJV shall maintain all such Personal Property in good condition and repair, subject to Preexisting Conditions, and shall replace with items of good quality any of the Personal Property that becomes inoperable or unusable if such item is necessary for the operation of the Museum in CCMJV's reasonable discretion. The City will provide CCMJV with a video inventory of the Personal Property located at the Museum. Transferred Personal Property shall remain property of the City. 3.3 Use of the Premises. (a) Required Use. CCMJV shall use and continuously occupy the Property during the Term of this Agreement for the operation of a public museum and related and incidental purposes and programs, including but not limited to conservation, education, enterprise operations, and visitor services, in accordance with this Agreement, the Museum's Mission and the Long-Range Plan. Notwithstanding the above,the parties intend that the Museum can also be used as an event space for catered groups, weddings, business meetings, and similar high margin events. (b) Prohibited Use. The Museum may not be used in any way prohibited by policy adopted by Advisory Board and approved by the City Manager. Current policy is shown in Exhibit J and is subject to change. Any dispute concerning prohibited use will be resolved by decision of the City Manager. (c) No Illegal Uses or Nuisances. CCMJV shall not use or occupy any of the Premises, and shall not permit the use or occupancy of it, in any unlawful manner or for any illegal purpose, and shall not permit to be carried on any activity that would constitute an actionable nuisance under the laws of the State of Texas. CCMJV shall take all reasonable precautions to eliminate any nuisances or hazards relating to its activities on or about the Premises, except as to Preexisting Conditions. 3_4 Parking Lot Use. CCMJV shall have exclusive use of primary parking lots 25 and 26 identified in Exhibit B. Secondary lots 1,2,3,5, & 10 identified in Exhibit B are for exclusive use of the American Bank Center. Secondary lots identified in Exhibit B may be used with consent 17 of the entity with control of the parking lots. CCMJV shall not be responsible for existing violations of the Code or any other local laws regarding the Museum Parking Lot. ARTICLE 4 EXISTING THIRD-PARTY AGREEMENTS 4_1 Existing Third-Party Agreements. The Parties specifically acknowledge that there are existing leases, agreements, and arrangements between the City and third parties for the Museum or between CCMJV and third parties. CCMJV shall not interfere with non-assignable existing leases, agreements, and arrangements known to CCMJV between the City and third parties without written consent from the City. The City shall assign all such assignable leases, agreements, and arrangements affecting the Museum to CCMJV and CCMJV shall have the exclusive option (if the City had such option) of renewing such leases, agreements, and arrangements that expire during the term of this Agreement and any extensions, CCMJV is released from its obligation to make payments due after the effective date of this agreement or termination date of this agreement for assumed leases. City shall give CCMJV written notice of existing leases, agreements, and arrangements. ARTICLE 5 OPERATIONS 5_1 CCMJV Responsibility. CCMJV shall manage and operate the Museum as a museum, consistent with the Museum's Mission and Long-Range Plan, with emphasis on the Museum's scientific and educational purposes and programs. Management and operation of the Museum includes selection of new inter-active displays, reconfiguration of certain exhibits for presentations to the public, redesigning of floor layouts, devising a higher and best use for outdoor events, and designing special event spaces for both indoor and outdoor use. 5_2 Museum Mission. The mission of the Corpus Christi Museum of Science and History is to present the story of the cultural crossroads of the New World. With a unique confluence of natural history, science, people and environments, the South Texas area has served as a stage for the ongoing discovery of the Americas. Through innovative programs in history, culture, and science, the Museum is committed to enlarging a shared understanding of our history and heritage as well as the impact and importance of science to our lives. By telling this story,the Museum will inspire a thirst for knowledge, context, and understanding. (a) Internal Strategic Objectives. The following strategic objectives are used to operationalize the Museum Mission: (1) Corpus Christi Museum of Science and History will build programs around three basic themes: Humans, the Environment, and Science. (i) How has human migration, cultural encounters, and interactions shaped the unique human character of South Texas and, in turn,how has South Texas influenced the world? 18 (ii) How have environmental features and resources been linked to the human migrations, settlements, and physical exploitation of South Texas resources? (iii)What does science tell us about the unique natural world of South Texas and how can we best conserve our unique resources? (2) The Museum will collect and preserve unique specimens, artifacts, and ephemera which illuminate our three basic themes and support innovative programming. (3) To create new knowledge, Museum Collections and resources will be shared with the public and researchers. (4) The Museum will promote an open and inclusive atmosphere of learning by encouraging the use of its physical facilities for special events, meetings, and other community gatherings. (5) The Museum will commit itself to sharing knowledge with the next generation by actively promoting programming and field trip policies which encourage participation by K-16 school groups. 5_3 Uitv Operations Support Payments. (a) Operations Account. All Operation Support Payments shall be deposited in an account maintained in the Depository in the name of the City. CCMJV shall have the authority to withdraw from the Operations Account. Any balance shall be retained in the Operations Account as for reserve for payment of future Operating Expenses. If at the termination of the Agreement there shall be a balance in the Operations Account, CCMJV shall disburse such excess to the City on or before the fifteenth (15) day of such month. (b) Operation Support Payment. The City shall pay CCMJV an Operation Support Payment for consideration of CCMJV providing operating services to the Museum. Operation Support Payments are to be used only to pay Operating Expenses. After the Effective Date,the City shall transfer to CCMJV an annual operations payment(the "Operations Support") equal to $936,321 for each Fiscal Year of this Agreement. The Operations Support Payment shall be paid to CCMJV in quarterly installments on or before the fifteenth (15th) day of each quarterly month. (c) Advancing of Funds for Operation Support. If at any time during a particular quarter, the amount of monies on deposit in the Operation Support Payment and available for that purpose shall be insufficient for the payment of Operating Expenses then due or budgeted to become due during such quarter, CCMJV may present to the City Manager a request to advance the amount of such insufficiency from the approved budgeted payment scheduled to be paid in the succeeding quarter. If the City Manager approves the request, the advancement will be made. This advanced amount will then be subtracted from the scheduled Operation Support Payment for the succeeding quarter. If the City Manager disapproves, no advancement shall be made. 19 (d) Over Budgeted Expenses. The City may request CCMJV's authorization to reduce the amount of Operational Support Payment due under the terms of this Agreement for Over Budgeted Expenses. CCMJV shall have the right to approve or deny the reduction of Operational Support Payment. (e) Unbudgeted and Under Budgeted Expenses. CCMJV shall be responsible for Unbudgeted and Under Budgeted Expenses. CCMJV may present any Unbudgeted or Under Budgeted Expense to the City Manager for additional funds. The City Manager shall have the option to approve or deny increasing Operational Support Payment for Unbudgeted or Under Budgeted Expenses. Unbudgeted and Under Budgeted Expenses does not apply to the MOISTURE PROBLEM at the Museum Premises, or the City's obligations to maintain the Museum Premises and fixtures. 5_4 City Paid Expenses (a) City Provided Services. The City will provide Information Technology Services Facility Maintenance Service, and Mail Service. (1) Informational Technology Services. The City Informational Technology (IT) Department shall assist in the delivery of quality products and services by managing the enterprise data centers and by providing connectivity & customer services that will allow for the optimum usage of enterprise data as well as effective and efficient data, voice and video communications at the Museum. (2) Building Maintenance Service. The City Facilities and Property Management Department shall provide the labor for routine repairs and preventive maintenance for the Facility as identified in Exhibit K. CCMJV shall be responsible for maintenance as identified in Exhibit K (3) Mail Service. The City will provide mail service and postage up to $1,060 per Fiscal year. For Postage Cost that exceeds $1,060 in a fiscal year, the City will bill CCMJV for reimbursement. (b) Electricity. The City shall pay the energy provider for Electricity provided to the Museum up to $230,088 per fiscal year. For the Electricity cost that exceed $230,088 in a fiscal year,the City shall bill CCMJV for reimbursement. The City and CCMJV agree that within three (3) months, the City will have adjusted the Museum's Thermal Energy Storage System costs to reflect actual usage and the amount of the City Paid Expenses and City Operating Support Payment will also be adjusted accordingly in an addendum to this agreement. 5_5 City Procurements. 20 (a) Computers Procurement. The City is a party to an Agreement for computers for the Museum. The City shall procure computers for the Museum during the term of this Agreement. The procurement includes eleven laptop computers with work station, five desk top work stations,three switches, and one router. CCMJV will have full use to the computers provided under the Agreement. The City shall bill CCMJV monthly for reimbursement for the procurement expense. (b) Multifunction Copier Procurement. The City is a party to an Agreement for a multifunction copier. The City shall procure a multifunction copier for the Museum during the term of this Agreement. CCMJV will have full use to the multifunction copier provided under the Agreement. CCMJV will pay the vender directly for service. The City shall bill CCMJV monthly for reimbursement if CCMJV fails to pay vender.. (c) Elevator Maintenance Procurement. The City is a party to Agreement for Elevator Maintenance and Permitting. The City shall procure elevator maintenance and permitting for the Museum during the term of this agreement. The Museum elevators will be maintained during CCMJV operation of the Museum by the City. 5_6 Water, Gas, and Waste Water. The City shall provide the Water, Gas, and Waste Water to the Museum. CCMJV is not responsible for Water, Gas, and Waste Water. 5_7 Proportionate Year. This section shall apply to the fiscal year 2017-2018. All the conditions of Article 5 shall be prorated for fiscal year 2017-2018, beginning on the effective date of this agreement. ARTICLE 6 ACCREDITATION, CERTIFICATION,LICENSING,AND PERMITS 6_1 Required Accreditation and Certification. Throughout the Term (including any extensions), CCMJV shall cause the Museum to be at all times (a) accredited by the AAM; and (b) certified as an Archeological Repository by the THC. In addition, CCMJV shall be responsible for any reaccreditation and recertification that may be required during the term of this agreement. Any failure on the part of CCMJV to comply with this article shall constitute a material breach of this Agreement. Current accreditation and certification are shown in Exhibit C. 6_2 Licenses and Permits. All licenses and permits currently held by the City in connection with the operation of the Museum are shown in Exhibit D. Subject to any necessary approvals, the City agrees to transfer all such licenses and permits to CCMJV, and CCMJV and the City shall use their best efforts to either have those licenses and permits legally transferred to CCMJV or to have them canceled upon CCMJV's obtaining replacement permits or licenses in its name if transfer is not possible except that certain licenses and permits shall remain in the possession of the City and under the City's name, and CCMJV shall be authorized as the agent of the City to perform such services under such licenses and permits as are required in the operation of the 21 Museum to the extent permitted by applicable law, if such licenses or permits are required to be held by a governmental entity and/or owner of the Premises or for such other reasons as may be agreed to by the parties. Upon any termination of this Agreement for any reason, CCMJV shall transfer all licenses and permits back to the City and CCMJV shall use its best efforts to assist the City with the documentation of any such transfer or reapplication for any such permit or license to be held in City's name after such termination. 6_3 City Representations. City represents and warrants to CCMJV that the accreditation by the AAM and certification as an Archeological Repository by the THC, and all licenses and permits which are being assigned to CCMJV, are not currently in default, that City is not aware of any default that exists with respect to these items, that City has complied with the terms and conditions of the certifications, accreditations, licenses, and permits, and they are current with respect to any and all payments. ARTICLE 7 MUSEUM COLLECTION MANAGEMENT 7_1 Collection Inventory. CCMJV will be responsible for maintaining the inventory of the Museum's collections. The City will provide CCMJV with an electronic document and video inventory of the Museum's collection on record. If there is a discrepancy between the video inventory and electronic document inventory,the video inventory shall control. 7_2 Collection Management Policy. The Museum's current Collection Management Policy was adopted September 2005. CCMJV shall follow the current Collection Management Policy in Exhibit E. Any provision in the Collection Management Policy that conflicts with this Agreement, the provision in this Agreement shall control. Any dispute regarding the Collection Management Policy can be submitted to the City Manager for approval. The City Manager's decision will be controlling as to any dispute. 7_3 Deaccession of Collection. Deaccession of a collection must follow the following procedure. A Collection Committee member shall submit the proposed deaccession to the Collection Manager. The proposal shall include the purpose, scope of the collection and the policy guidelines. The Collections Manager shall confirm title and check for any restrictions, legal issues, or ethical concerns regarding deaccession. After the Collection Manager's review, the Collection Committee reviews proposed deaccession based on the Museum's Mission, scope of the collection, and Collection Management Policy guidelines. The Collections Committee submits the proposed deaccesion and disposal method to the Museum Director for review. If the Museum Director disapproves of deaccession,the proposed item will remain in the collection. If the Museum Director approves deaccession, it shall be submitted to the Advisory Board for approval. If the Advisory Board approves, the proposed item will be deaccessed. If the Advisory Board disapproves of deaccession, it shall be submitted to the City Manager for the final decision on deaccession. The City Manager will make the final decision regarding whether the proposed item will remain in the collection or be deaccessed. The deaccession process is demonstrated in Exhibit F. 22 7_4 Deaccessioned Obiects. Deaccessioned objects are removed from the collection by means of sale, exchange, donation, transfer, or destruction. Disposal of any deaccessioned object will be carried out in accordance with all applicable federal, state, local, and international laws, treaties, and regulations including but not limited to laws protecting plants,wildlife, antiquities, historic properties, and the import, export, and transfer of cultural property. The Collection Manager is responsible for fully documenting disposal of objects. Deaccessioned objects will not be sold, or ownership otherwise transferred, to Museum staff, City of Corpus Christi employees, CCMJV employees, CCMJV members, CCMJV affiliates, Museum volunteers, members of Museum support groups, members of the Museum or City's governing authorities, or representatives or family members of these individuals. (a) Disposal by Sale. Net proceeds received from the sale of deaccessioned objects will be used only to acquire new objects for the collection. If there is any question as to the value of an object, CCMJV will get two informed outside appraisals on the object. These should document the object's authenticity and assure that CCMJV does not accept less than market value for the object. Disposal of objects from the collection will never be through the Museum shop, or in such a manner that it involves an interested entity helping in the liquidation of Museum assets. CCMJV shall collect&remit all applicable sales tax. Upon the sale of a deaccessed object, CCMJV shall open an account (Collection Fund) in the Depository in the name of the City. CCMJV shall have the authority to withdraw from the Collection Fund Account. Proceeds from the sale of an object will be placed in a Collections Fund. Proceeds from the sale of an object can only be used for purchasing acquisitions to the Museum's Collection. (b) Disposal by Exchange or Donation. Deaccessioned objects may be disposed of by exchange with, or transfer to, another appropriate museum, educational, or scientific institution. Deaccessioned objects will never be exchanged or donated to private individuals. (c) Disposal by Transfer. Deaccessioned objects may be transferred to the Museum's education department for use in educational programs. Objects subject to this action should have little or no market value, or historic or scientific significance. Any deaccessioned object transferred to the education department will be removed from collection storage, quarantine, or work areas. The object must be stored in an area dedicated to educational supply storage. The object is considered expendable and no longer a collection item. (d) Donor Notification. If the Museum disposes (by sale, exchange, or any other method) of a donation within two years of a donation, CCMJV is obligated to notify the donor and the IRS by filing form 8284. This provision applies if the donor has claimed a charitable deduction under Section 170 of the IRS code of more than $5,000 for either a single item or an aggregate of items donated to one or more institutions. The IRS code requires that if the value is more than $5,000,the donor must supply an appraisal summary to the Museum. Once the Museum establishes its clear and unrestricted title to an object, the donor has no legal interest in it. If a deaccession no longer falls under the statute of limitations of the Tax Reform Act of 1984, it is then only a practice of goodwill to notify 23 the donor or heirs of the disposition of a collection or object. It is possible to label the funds or new acquisition purchased with those funds as a gift from the donor. Appropriate action will be considered by the Museum Director on a case-by-case basis. 7_5 Acquisitions,Loans, and Destructive Analysis of Collections. All Acquisitions, Loans and Destructive Analysis shall be conducted in compliance with the Museum's currently adopted Collection Management Policy found in Exhibit E. 7.6 Liability for Collection. CCMJV shall not be liable for any damage to items in the collection due to relocation for building maintenance, including but not limited to any damages or problems caused by the MOISTURE PROBLEM at the Museum Premises. ARTICLE 8 NEW FACILITIES OPERATING AND MAINTENANCE COSTS 8.1 New Facilities Operating and Maintenance Costs. As CCMJV funds and builds new exhibits and support and visitor facilities, the corresponding increases in operating,program, and maintenance costs will be the responsibility of CCMJV, with the City being the owner of such new exhibits and support or visitor facilities. CCMJV may request permission from the City Manager to use Operating Support Payment to pay for New Facilities Operating and Maintenance Costs. CCMJV must specify what new cost it seeks to pay with Operating Support Payment. Operation Support Payment can only be used for New Facilities Operating and Maintenance Costs approved by the City Manager. ARTICLE 9 ADMISSIONS 9_1 Admissions. Admission shall be set at their current rates shown in Exhibit G approved by the City Manager on August 26, 2014. The City Manager shall have the authority to set Museum admissions charges in accordance with City of Corpus Christi Code of Ordinance 36-6. The Museum Director shall prepare such schedule which shall be submitted to the City Manager for approval, and such schedule shall be reviewed on an annual basis. Said fees and charges shall bear a reasonable relation to fees charged for admission to other similar attractions and similar facilities, and shall be neither excessive nor grossly deficient by comparison; except that special provisions to assure access to all children shall be made, such as free periods of admission for children, and free admission for school groups. The approved schedule shall be filed with the City Secretary and copies shall be provided to the City Council. The City Manager's authority to approve such schedule of fees and charges shall include approval of discounts and special fees designed to promote the Museum and increase visitation, which may be accomplished through marketing agreements not exceeding three (3) years with other attractions or marketing companies whereby multiple attractions are packaged, or through other promotional plans customarily used for similar attractions and facilities. 9_2 Access. CCMJV agrees to operate the Museum with the goal of providing the widest possible access to the Museum to the general public, at an affordable cost. 24 9_3 Admissions Tax. The Parties acknowledge that no City admission taxes are currently charged on Museum admission. The Parties further agree that the Museum will continue to be exempt from City admission taxes, so long as similar facilities are exempt from such taxes. This is not a waiver of the City's portion of the applicable Sales Tax. ARTICLE 10 PURCHASES OF SUPPLIES AND SERVICES 10.1 Purchase of Supplies and Services. CCMJV shall have full authority and discretion as to the purchase of all equipment, materials, supplies, inventories and services reasonably required by it but shall endeavor to make all such purchases at the best price available as known to CCMJV, considering the quantities required and the quality desired, at the time available for the delivery and the sources of supply whenever possible as part of a volume purchase by CCMJV. CCMJV may acquire property or services from or otherwise transact business with its Affiliates for any of the goods to be purchased or services to be performed by it under this Agreement but only if the prices charged and services rendered are competitive with those obtainable from others rendering comparable services in the field. To insure compliance in this respect, CCMJV agrees to obtain at least two (2) other competitive bids from persons other than CCMJV's Affiliates,whenever CCMJV considers transacting business with an Affiliate for providing goods or services under this Agreement. CCMJV shall establish an inventory control system to account for all such purchases. The City shall have the right to inspect the books and records of CCMJV to verify CCMJV's compliance with the provisions of this section. 10.2 Contacting Historically Underutilized Businesses. CCMJV shall, in making an expenditure of more than $3,000 but less than $50,000, shall contact at least two historically underutilized businesses on a rotating basis, based on information provided by the comptroller pursuant to Chapter 2161, Government Code and in compliance with Texas Local Government Code §252.0215. If there are more than two such businesses in the county, CCMJV can contact the listed businesses on a rotating basis. If the list fails to identify a historically underutilized business in Nueces County, CCMJV is exempt from contacting at least two historically underutilized businesses. Any such notice shall be sent by certified mail and CCMJV shall keep record of all notices for four(4) years after the termination date of this agreement. 10.3 Expenditures in Excess of Ten Thousand Dollars ($10,000). CCMJV shall, in making expenditure in excess of$10,000 for any single item or more than $50,000 in the aggregate in any purchase order, utilize a competitive bidding process similar to that used by the City. CCMJV shall not avoid the application of competitive bidding by purposely dividing a single purchase into smaller components so that each component purchase is less than $50,000 or make component, sequential or incremental purchases to avoid the competitive bidding requirements. CCMJV shall make the purchase that offers the "best value" for the Museum. In consideration of"best value" CCMJV may consider the following factors: the purchase price; the reputation of the bidder and of the bidder's goods or services; the quality of the bidder's goods or services; the extent to which the goods or services meet the Museum 's needs; the bidder's past relationship with the Museum or City; the total long-term cost to the Museum to acquire the bidder's goods or services; and any relevant criteria specifically listed in the request for bids or proposals. 25 10.4 CCMJV Municipality Status. To the extent allowable under federal, state, and local law, City agrees to allow CCMJV to use its tax status as a municipality for the purchase of supplies and services. City agrees to execute such documents as may be required, and which the City is authorized to execute, to further this Agreement. ARTICLE 11 FACILITY IMPROVEMENTS AND ALTERATIONS 11.1 Facility Improvements and Alterations. CCMJV shall not under any condition make any facility improvement or alteration to the Museum,the Museum facilities, or Premises without prior approval from the City Manager. Any alterations or facility improvements made by CCMJV to or on the Museum must be approved by City Manager. 11.4 Approved Facili Improvements and Alterations. Any alterations or facility improvements made by CCMJV to or on the Premises shall comply with any and all applicable local, state, and federal laws,rules and regulations, and CCMJV shall obtain any required permits for such alterations and facility improvements. 11.5 Title to Improvements. Except as otherwise provided in this Agreement, all appurtenances, fixtures, improvements, equipment, additions, and other property attached to or installed in the Premises during the Term shall be and remain the property of City and shall not be removed by CCMJV without approval of the City Manager. 11.6 CCMJV's Personal Property. All furniture, furnishings, and articles of movable personal property installed in the Premises by or for the account of CCMJV, without expense to City, and which can be removed without structural or other material damage to the Premises (all of which are in this Agreement called"CCMJV's Property") shall be and remain the property of CCMJV and may be removed by it subject to the provisions of Article 31. At least ten (10) days prior to delinquency, CCMJV shall pay all taxes levied or assessed upon CCMJV's Property and shall deliver satisfactory evidence of such payment to City. ARTICLE 12 ENGINEERING, STRUCTURAL AND LAYOUT STUDIES 12.1 Studies. CCMJV shall notify the City Manager of all engineering, structural and layout studies of the Museum conducted by CCMJV at any time within 30 days of completion of the study. Any such study shall be provided to the City Manager within 30 days of request by the City Manager. Such studies shall be provided to the City free of cost. ARTICLE 13 ADVERTISING 26 13.1 Museum Advertisement. CCMJV may purchase or create advertisement for the Museum. Museum Advertisement materials should be presented in an objective, fair and accessible manner. Advertising campaigns should be justified and undertaken in an efficient, effective and relevant manner. All advertisements shall be in compliance with federal, state and local laws. 13.2 Advertisement Reimbursement. CCMJV shall keep record for all advertising expenditures and submit itemized expenditures to the City monthly. The City shall reimburse CCMJV up to $50,000 in advertising expenditures per Fiscal Year, subject to availability of funds in the Hotel Occupancy Tax fund. City agrees to submit this amount as part of the proposed budget for Hotel Occupancy and Tax Fund. Reimbursement payment for advertising expenditures shall be made to CCMJV on or before the thirtieth (30th) day following the 6th month of the Fiscal Year and at the end of the Fiscal Year, if available. 13.3 Use of Hotel Occupancy Tax Funds. Use of hotel occupancy funds is limited to those activities that, comply with Texas Tax Code Chapter 351, including without exception, the following requirements, herein referred to as "Activities": (A) advertising and conducting solicitations and promotional programs to attract tourists and convention delegates or registrants to the municipality or its vicinity; (B)the activities are in the categories that are eligible for funding as described in Section 351.101(a)(3) of the Texas Tax Code, copy attached as "Exhibit"; and (C)the activities promote both tourism and the convention and hotel industry within the City of Corpus Christi. 13.4. Completion Report. CCMJV must submit to the City's Director of Management and Budget("Director") a completion report("Report") each year, no later than thirty (30) days following the end of each City fiscal year which year ends September 30. The Director, or his designee, shall review this Report to verify whether the Grant funding provided to CCMJV was spent in accordance with the requirements in this Agreement. The Report must include the following criteria: (A) Written assurance to City that all Activities funded by the City Hotel Occupancy Tax funds served to promote tourism to the community. This shall be evidenced by providing the City with a written description of CCMJV's marketing or advertising strategy. (B)For all Activities funded by the City, CCMJV must submit to the City a written estimate of the number of CCMJV's Activities attendees that reside outside the territorial limits of the City of Corpus Christi. This may be accomplished using a visitor log, by tallying the number of out-of-town billings or by listing the out-of-town mailing addresses gathered through the ticket sales process. (C)An estimate of the total Activities attendance. 27 ARTICLE 14 NAMING RIGHTS 14.1 Museum Name. Under no circumstances, except for formal action by City Council,may the Museum's name be changed from "Corpus Christi Museum of Science and History". 14.2. Donation Acknowledtement. Any donor recognition at the Museum shall be brought to the Advisory Board for review. The Advisory Board will submit to the City Manager a recommendation. If the City Manager does not approve, there will be no donor recognition. If the City Manager approves CCMJV may proceed with the donor recognition. CCMJV may seek to establish a naming policy for Museum facilities which would require Advisory Board adoption and City Manager's approval. ARTICLE 15 MAINTENANCE 15.1 General Maintenance. CCMJV shall be responsible for the repairs and maintenance, identified in Exhibit K. The City shall be responsible for the repairs and maintenance identified in Exhibit K. CCMJV shall maintain the Museum in a clean, safe, sanitary, and sightly condition, and as necessary to maintain all licenses and accreditations in accordance with Article 6 above; provided,however, that such obligation shall not, except as specifically set forth in this Agreement, require CCMJV to repair or otherwise remedy a Preexisting Condition. CCMJV shall employ sufficient personnel to maintain the Museum to the standard of a First-Class Museum. 15.2 Random Inspection. Random inspections will be made by a designated City employee to inspect the general maintenance of the Museum. Any deficiencies not to the standard established in Article 15.1 will be reported to CCMJV. CCMJV shall take the necessary action to remedy the deficiency in a timely fashion. 15.3 In-Kind Maintenance. In-Kind Maintenance can be provided by the City for repairs that are necessary for public health and safety including emergency repairs, non-routine and non- preventative maintenance. In-Kind Maintenance requires City Manager approval. Any time the Museum requires In-Kind Maintenance, the Museum Executive Director shall submit an In-Kind Maintenance request to the City Manager. Upon City Manager approval, the City shall make the necessary repairs. In-Kind Maintenance shall include City labor, materials, and indirect maintenance services in substantially the same manner of maintenance support that is currently provided by the City to the Museum. If the City Manager denies the In-Kind maintenance request, CCMJV shall be responsible for the repairs. 15.4 Contractor Insurance. Each party shall provide evidence acceptable to the other that every contractor engaged by a party to perform work on the Premises maintain insurance in amounts, on policies of coverage and offered by companies satisfactory to City and CCMJV, including but not limited to Workers' Compensation Insurance (including Employers' Liability Insurance) and insurance against liability for injury to persons and property arising out of all 28 such contractor's operations, and the use of owned, nonowned, or hired automotive equipment in the pursuit of all such operations. ARTICLE 16 STAFFING AND EMPLOYEES 16.1 Employees. CCMJV shall comply with all applicable federal, state, and local laws, ordinances, and regulations pertaining to all employees at the Museum. In addition, CCMJV shall be an equal opportunity employer and make reasonable efforts to maintain a diverse work force. 16.2 Payroll and Taxation. (a) CCMJV Payroll CCMJV shall make or cause to be made all necessary payroll deductions for disability and unemployment insurance, Social Security,withholding taxes, and other applicable taxes, and prepare, maintain, and file or cause to be filed all necessary reports with respect to such taxes or deductions, and all other necessary statements and reports. ARTICLE 17 GOVERNANCE 17.1 Governance. The Museum shall be operated under the organizational chart set out in Exhibit H. The Governance may be changed by CCMJV at its discretion, as deemed necessary for successful Museum management and to fulfill the mission of the museum, after recommendation to the City Manager or his designee and subsequent written approval. ARTICLE 18 ROLES 18.1 Advisory Board. The Advisory Board shall serve as an advisor to CCMJV and to the City in matters of support and development of the Museum. The board may adopt comprehensive policies relating to the management of collections, accession of objects for the collections, disposition and deaccession of objects in and for the collections, and use of Museum facilities. Any dispute with CCMJV and the Advisory Board shall be reviewed by the City Manager. The City Manager shall make the final decision regarding policy. 18.2 Museum Executive Director. The Museum Executive Director("Director")will serve under and on behalf of the CCMJV as Director and General Manager for the Museum managing all aspects of the museum including its finances, marketing, fund raising and revenue generating operations. The Director is also responsible for all core aspects of Museum operations including visitor experience, exhibits, collection, maintenance, educational programs, accreditation and certifications. It is the Director' s responsibility to operate the Museum per best Museum practices such that both accreditations by the AAM (reviewed in 2017) and archeological 29 repository certification by the THC (reviewed in 2015)will be sustained. The Director ensures that the Museum operates in a manner that ensures that environmental and security standards associated with collection preservation continues to be maintained. 18.3 Museum Collection Manager. The Museum Collection Manager maintains collection catalog and object files and makes the collection catalog data publicly accessible. The Museum Collection Manager also supervises collection care for objects in storage, on exhibit, on loan, and ongoing collection inventory. Supervision of the collection includes monitoring environmental conditions in storage areas, making conservation recommendations and actively pursuing grants that benefit collections care and use. Furthermore, the Museum Collection Manager serves as a member of every exhibit development team to make certain that collections are integrated appropriately into exhibits and proper safeguards are in place for object preservation. The Museum Collections Manager can support the work of staff, volunteers, and researchers working with the collection and work with honorary curators, adjunct curators, and collection committee to develop collection management policies and procedures. 18.4 Museum Registrar. The Museum Registrar position may be combined with the Museum Collection Manager position. The Museum Registrar is responsible for accession of new acquisitions, assess condition, maintaining accession records,processing deaccessions and maintaining loans. Furthermore,Museum Registrar is responsible for maintaining a record of values for insurance and maintaining a graphic record of significant objects. The Museum Registrar also supervises and performs inventory of collections and data entry into collection catalog. Additionally,Museum Registrar serves as a member of exhibit development team to make certain that collections are integrated appropriately into exhibits and proper safeguards are in place for object preservation. The Museum Registrar can supervise and train volunteers and staff in proper methods of handling objects, in data entry work in proper inventory processes. 18.5 Museum Educator Director. The Museum Educator Director is responsible for leading the education program development and delivery team for adults and students. The Museum Educator Director also develops and presents programs for the public and for school tours including generating lesson plans and providing reference material for teachers and source materials for elementary students relevant to Museum exhibits and collections. Furthermore, the Museum Educator Director serves as a member of every exhibit development team to make certain that the needs of the school audience are addressed. The Museum Educator Director can work individually with teachers, group leaders, and event planners to provide excellent customer service. The Museum Educator Director can also recruit train, schedule and supervise staff and volunteers to provide needed programming. 18.6 Exhibit Manager. The Exhibit Manager is responsible for exhibit planning including the development, installation, implementation, oversight and maintenance for all exhibits as well as developing temporary, rotating exhibits and exhibit rental. The Exhibit Project Manager is also responsible for assuring safety and security of collection objects from harm due to light, dust, heat, and visitors. ARTICLE 19 PROFESSIONAL STAFF 30 19.1 Minimum Professional Staff. CCMJV shall maintain a professional staff necessary to assure the success of the museum and achieve its mission, including the mandatory positions of Museum Executive Director, Education Director, Collection Manager, and Maintenance Supervisor, . 19.2 Modification of Minimum Professional Staff. The Professional Minimum Staff requirement in Article 19.1 can be increased or decreased upon request of the Museum Executive Director and approval by the City Manager. If the Museum Executive Director determines that the Professional Staff size needs modification, the Museum Executive Director shall submit the details of the position/positions and duties of the position/positions the Museum Director is seeking to modify to the City Manager. The City Manager will make the final decision as to whether to modify or not modify the Minimum Professional Staff required. If the City Manager does not approve of the Professional Minimum Staff modification, the Minimum Professional Staff requirements in effect at the time of denial shall remain in effect. Any modification approved by the City Manager shall be in writing and will become the effective Minimum Staff Requirement. 19.3 Minimum Qualification and Experience for Professional Staff. CCMJV shall only hire professional staff that meets the following qualifications for key staff positions: (a) Museum Executive Director's Minimum Qualifications. The Museum Executive Director shall have a minimum of a bachelor' s degree and extensive experience in Business, Business Development, and Management including a minimum of five (5) years in a key leadership position with museum based experience. (b) Museum Collection Manager Minimum Qualifications. The Museum Collection Manager must have a bachelor' s degree or higher in Museum studies, natural history, history, or anthropology field that relates to the collections of the Museum. This position requires (2)two years'professional experience in a Museum or comparable facility; or any equivalent combination of training, education or experience. (c) Museum Registrar Minimum Qualifications. Museum Registrar must have a Bachelor' s degree in Museum studies or other related field with prior work experience as a registrar or similar position. This position requires (2)two years'Museum work experience or work in a comparable facility; or any equivalent combination of training, education, or experience. (d) Museum Educator Minimum Qualifications. The Museum Educator must have a master's degree in Museum studies, history, anthropology, or any field that relates to the collections of the Museum. This position requires two (2) years' experience working in a Museum or comparable facility; or any equivalent combination of training, education and experience. (e) Museum Educator Assistant Minimum Qualifications. The Museum Educator Assistant must have a master' s degree in Education or related field. This position 31 requires management experience in two (2) years' experience working in a Museum or comparable facility; or any equivalent combination of training, education and experience.. (f) Exhibit Manager Minimum Qualifications. The Exhibit Manager must have a minimum of a bachelor degree in a related study and exhibit development,design and exhibit management experience. This position requires two(2) years'work experience in a Museum or comparable facility; or any equivalent combination of training, education, and experience. 19.4 Waiver of Minimum Qualifications. CCMJV may seek a waiver of Minimum Qualification for hiring a Professional Staff member. Any waiver sought shall only apply to a candidate and not to the Professional Staff positions. Any waiver of Minimum Qualification for Professional Staff shall be submitted in writing to the City Manager. If the City Manager denies the waiver request, CCMJV may not hire the unqualified candidate. If the City Manager waives the Minimum Qualification requirement, CCMJV may hire the candidate the waiver was sought for. The approved waiver will not apply to previous or future candidates. ARTICLE 20 FISCAL MATTERS 20.1 Capital Campaign. If CCMJV wishes to pursue any Capital Campaign, it must follow the same approval process as Facility Improvements in Article 11. Any Capital Campaign shall be conducted in good faith and must be in compliance with state and federal law. 20.2 Miscellaneous Fees and Prices. Subject to Article 9 of this Agreement, CCMJV shall have the authority to set the amount of all prices and fees for services rendered or sales made to the public or otherwise at the Museum, including without limitation, food and drink concessions, souvenirs,parking, special exhibits, and other special events. 20.3 Franchises or Concessions. CCMJV shall have exclusive authority to grant to any nonprofit corporation or public or private organization franchises or concessions that further the public use and enjoyment of the Museum. 20.4 Solicitation of Private and Public Funding. CCMJV shall assist the Friends of the Museum or any other non-profit organization created to benefit the Museum : (a)use its best efforts to (i) actively solicit private support for the Museum through membership fees and charitable contributions and(ii) actively solicit federal, state or local grants or other funds to support the operation and purposes of the Museum ; and (b) apply all funds contributed to it as membership fees, charitable donations, public grants or loans, or any other sources, to the Operating Expenses, Facility Improvements at the Museum and other Museum Purposes in accordance with this Agreement. Facility Expenditures or Advertisement paid for by Private or Public Funding shall not be reimbursed under Article 13 or any other provision of this Agreement. 32 20.5 Grant Funding. The City shall allow CCMJV to apply for grants in the City's name for which CCMJV might not otherwise be eligible subject to prior approval by the City Manager or if the City Manager instructs, the City Council. The City Council retains the right to accept or not accept grant funds so applied for. All grants to the City received for Museum shall be transferred to CCMJV within thirty (30) days of the receipt of the grant funds, if permitted by the terms of the grant. All grant money shall be expended to enhance the Museum or applied in accordance to the terms of the grant. ARTICLE 21 PROHIBITED TRANSACTIONS AND BENEFITS 21.1 Benefits to Individuals. CCMJV shall not provide any economic or non-economic benefit to any individual person affiliated with the City of Corpus Christi including City employees, City Council, and City Mayor. CCMJV shall not receive any economic or non- economic benefit from any individual person affiliated with the City of Corpus Christi including City employees, City Council, and City Mayor. ARTICLE 22 REVENUE 22.1 Revenue Account. CCMJV shall collect all revenues and sales tax. Revenues collected may be held in a CCMJV account. After sales tax paid, CCMJV will pay from the CCMJV account the Administrative Fee before any revenue is split. After that payment, CCMJV shall pay 50% of all revenues less sales tax to the City. The City's revenue split shall be deposited monthly into an account maintained in the Depository in the name of the City. Monies deposited in the City's account are sole property of the City This payment will be made within 15 days after the close of the previous month, or the next working day if the 15th day falls on a weekend or holiday. 22.2 Proportionate'Year' ear. This section shall apply to the fiscal year 2017-2018. All the conditions of Article 22 and 23 shall be prorated for fiscal year 2017-2018,beginning on the effective date of this agreement. ARTICLE 23 ADMINISTRATIVE & MANAGEMENT FEE 23.1 Administrative Fee. CCMJV will be paid Ten Thousand and 00/100 Dollars ($10,000.00) monthly, or ten percent(10%) of Gross Revenues monthly, whichever is larger, as a Administrative Fee under the terms of this Agreement. These funds will be paid prior to any split of revenues between CCMJV and the City of Corpus Christi. Administrative fee will be deducted from total revenue excluding sales tax. 23.2 Management Fee. After payment of the Administrative Fees from Gross Revenue, CCMJV will retain 50% of revenue, excluding sales tax, for the Management Fee. 33 ARTICLE 24 REPORTING OBLIGATIONS 24.1 Annual Reporting Requirements a. Annual Plan. At least thirty (30) days prior to the beginning of each Fiscal Year, CCMJV shall, at its sole expense,prepare and submit to the City Manager an Annual Plan. The City Manager shall present this plan to the City Council as an informational item. The Annual Plan shall, at a minimum,present: 1. An evaluation of existing exhibits, 2. A description of major programmatic changes planned at that time for the ensuing year; and 3. Any proposed changes in fees at the Museum. b. Annual Independent Audit. Within sixty(60)days after the end of each Fiscal Year, CCMJV shall arrange for an audit of its books and records by an independent, certified public accountant; this audit shall be conducted at CCMJV' s cost and expense, and may be paid for using Operating Support Payment funds, and shall cover the previous Fiscal Year. CCMJV shall deliver to the City Manager an original, signed copy of each such annual audit,by the earlier of: (1)thirty (30) days after the completion of such auditor; or (2)ninety (90) days after the end of the Fiscal Year covered by such audit. C. Reconciliation of Accounts. Within sixty (60) days after the end of each Fiscal Year, CCMJV shall reconcile: 1. the Revenue Account, 2. Operation Support Account, and 3. Collection Fund Account for each Fiscal Year. 24.2 Quarterly Reporting Requirements. CCMJV shall, at its sole expense, prepare and submit to the City Manager and present to the Museum Advisory Board a quarterly report setting forth a summary of attendance, operations and services provided by CCMJV at the Museum for the preceding quarter. This quarterly Report will also include upcoming events at the Museum for the ensuing quarter,. 24.3 Monthly Reporting Requirements. CCMJV shall, at its sole expense, prepare and submit to the City Manager and Finance Department a monthly report outlining the finances of the Museum for the previous month. This report shall include a summary of revenue from various sources and an accounting of costs,. As outlined previously in Article 22, Revenue, CCMJV shall submit monthly a summary of revenue and accounting of costs. ARTICLE 25 BOOKS AND RECORDS 34 25.1 Financial Records. CCMJV shall establish and maintain books, records, and systems of account relating to the Museum's Gross Revenue and Operating Expenses in accordance with generally accepted accounting practices & City record retention policies. These records shall, to the extent necessary to meet requirements for audits under Article 26.2 of this Agreement, be retained by CCMJV for four(4) years after the termination date of this agreement and made available to the City upon request. 25.2 CitV Audit Participation. If requested by the City, CCMJV shall make available all information reasonably necessary for the City and the State Auditor to perform audits of the use and application of all revenues, grants, and fees, all City funds, except for private fundraising activities and private donor information, received by CCMJV during the current and preceding year, including Museum operations and management. ARTICLE 26 CCMJV CODE OF ETHICS 26.1 CCMJV Code of Ethics. CCMJV shall have a Code of Ethics governing its members, employees, and activities consistent with applicable requirements of state and federal laws and American Association of Museum and Texas Historical commission standards. The City may request from CCMJV those documents necessary for the City to confirm the establishment of an ethics and conflict of interest policy. 26.2 Ethics Report. CCMJV will report on compliance with the ethics and conflict of interest policy, and any issues that have arisen as a result, in the Annual Report. ARTICLE 27 INSURANCE 27.1 Liability Insurance. CCMJVshall obtain and maintain continuously, throughout the Term of this Agreement, policies of insurance as enumerated below. Such policies: (i) shall be subject to approval by the City's Risk Manager as to company, form and coverage, and primary to all other insurance the City may secure; (ii) must protect the City from any and all claims and risks in connection with any activity performed by CCMJV, or any of its respective officers, employees, agents, contractors or assigns, by virtue of this Agreement or any use and occupancy of the Premises authorized by this Agreement.; and (iii)may be paid for using Operating Support Payment funds It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this Agreement. (a) Commercial General Liability Insurance. A policy of Commercial General Liability Insurance, written on an insurance industry standard occurrence form or equivalent, shall include all the usual coverages known as: Commercial Broad Form, Premises/Operations Liability, Products/Completed Operations, Contractual Liability, Independent Contractors, and Personal/Advertising Injury. Such policy or policies must provide the minimum limit of$1,000,000 combined single limit insuring against all liability of CCMJV and its General Managers and/or Contract Administrators arising out of and in 35 connection with CCMJV's use or occupancy of the Museum, and premises liability. The minimum limits on these policies will be adjusted periodically by the City so that the limits generally reflect the values of the policies as of the date this agreement is signed. (b) Business Automobile Liability Insurance. A policy of Business Automobile Liability Insurance, including coverage for any owned, nonowned, leased or hired vehicles, written on an insurance industry standard form or equivalent must provide the minimum limit of $500,000 combined single limit. (c) Crime and Fidelity Coverage. A policy of Crime and Fidelity Insurance written on an insurance industry standard form or equivalent must provide the minimum limit of $500,000 per occurrence of coverage for(i) employee dishonesty, (ii) forgery or alteration, (iii)theft, disappearance and destruction inside and outside the Museum; and (iv)robbery and safe burglary inside and outside the Museum. (d) Workers' Compensation and Employers' Liability. CCMJV must obtain Workers' Compensation and Employers' Liability coverage through a licensed insurance company in accordance with Texas law. The contract for coverage must be written on a policy and with endorsements approved by the Texas Department of Insurance. The coverage provided must be in amounts sufficient to assure that all workers' compensation obligations incurred will be promptly met. A policy of Workers' Compensation insurance written on an insurance industry standard form or equivalent, as may be required by law must provide the minimum limit, including employer's liability coverage of$500,000 per person per occurrence and$500,000 per person per disease, and $500,000 aggregate disease. 27.2 Policv Rating and Primary Insurance Requirements. All policies shall be subject to approval by the City's Risk Manager as to insurance company (must be rated A-VII or better in the A.M. Best's Key Rating guide and licensed to do business in the State of Texas or issued as a surplus lines by a Texas Surplus Lines broker), form and coverage, deductibles, and primary to all other insurance. 27.3 Policv Requirements. CCMJV 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)Name the City and its officers, officials, employees, volunteers, and elected representatives as additional insured by endorsement, as respects operations and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the Workers' Compensation policy; (2) Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; (3)Workers' Compensation and Employers' Liability policies will provide a waiver of subrogation in favor of the City; and(4) Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non-renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. 27.4 Proof of Policv. CCMJV shall furnish to the Risk Manager or designee two (2) copies of Certificates of Insurance with applicable policy endorsements, showing the following 36 minimum coverage by an insurance company(s) acceptable to the Risk Manager or designee. The City must be named as an additional insured for the General Liability policy, and waiver of subrogation in favor of the City is required on all applicable policies. 27.5 Request of Policy. The City shall be entitled, upon request and without expense, to receive copies of the policies, declarations page and all endorsements thereto as they apply to the limits required by the City, and may require the deletion,revision, or modification of particular policy terms, conditions, limitations or exclusions (except where policy provisions are established by law or regulation binding upon either of the parties hereto or the underwriter of any such policies). CCMJV shall be required to comply with any such requests and shall submit a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. CCMJV shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk Management P.O. Box 9277 Corpus Christi, TX 78469-9277 Fax 9 - (361) 826-4555 27.6 Commencement of Work. Prior to the commencement of any work under the Agreement, CCMJV shall furnish an original completed Certificate(s) of Insurance to the City which shall be completed by an agent authorized to bind the named underwriter(s) and their company to the coverage, limits, and termination provisions shown thereon, and which shall furnish and contain all required information referenced or indicated thereon. The original certificate(s) must have the agent's original signature, including the signer's company affiliation, title and phone number, and be mailed directly from the agent to the City. The City shall have no duty to pay or perform under this Agreement until such certificate shall have been delivered to the City, and no officer or employee, other than the City's Risk Manager, shall have authority to waive this requirement. CCMJV shall not commence work under this agreement until all insurance required herein has been obtained and approved by the City's Risk Manager or designee. CCMJV must not allow any subcontractor to commence work until all similar insurance required of the subcontractor has been so obtained. 27.7 Primary Insurance. It is agreed that CCMJV'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. 27.8 Liability Insurance Modification. The City reserves the right to review the insurance requirements of this section during the effective period of the Agreement and any extension or renewal thereof and to modify insurance coverage and their limits when deemed necessary and prudent by the Risk Manager based upon changes in statutory law, court decisions, or circumstances surrounding the Agreement, but in no instance, will the City allow modification whereupon the City may incur increased risk. 37 27.9 Policy Renewal. Within five (5) calendar days of a suspension, cancellation, or non- renewal of coverage, CCMJV shall provide a replacement Certificate of Insurance and applicable endorsements to City. Failure to provide and to maintain the required insurance shall constitute a material breach of this Agreement. 27.10 Failure to Insure. In addition to any other remedies the City may have upon CCMJV'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 CCMJV to stop work hereunder, and/or withhold any payment(s)which become due to CCMJV hereunder until CCMJV demonstrates compliance with the requirements hereof. 27.11 Proper Insurance. The City currently maintains property insurance on a citywide basis for its facilities, including facilities at the Museum. Throughout the Term of this Agreement, the City shall maintain such property insurance (and be responsible for all premiums for such insurance) on City facilities, including Museum facilities, as the City determines is fiscally responsible to maintain. The City will not determine what property insurance to maintain on Museum facilities separately, but only as part of its overall determination as to the appropriate level of property insurance for City facilities citywide. City's scheduled values for Museum facilities are in Exhibit I. 27.12 Business Interruption Insurance. The City will not be responsible for any "business interruption"losses suffered by CCMJV as a result of damage to a Museum facility. CCMJV shall determine whether to acquire insurance to cover any such losses. 27.13 Waiver of Subrogation. The parties release each other from any claims for damage caused by or resulting from risks insured against under any insurance policies carried by the parties under this Agreement. The parties agree to cause the issuers of the insurance policies maintained by them hereunder to include waivers of the rights of recovery and subrogation. 27.14 Payment of Damages. Nothing herein contained shall be construed as limiting in any way the extent to which CCMJV may be held responsible for payments of damages to persons or property resulting from CCMJV's or its subcontractors'performance of the work covered under this Agreement. 27.15 Report of Accident. In the event of accidents of any kind related to this Agreement, CCMJV shall furnish the Risk Manager with copies of all reports of such accidents within ten (10) days of the accident. 27.16 Proceeds of Casualty Insurance. If either the Museum or any part is damaged or destroyed by fire or other casualty, the City will determine whether repairs and restoration are practicable and feasible and will inform CCMJV in writing of its election to make or not make any such repairs and restoration within one hundred twenty(120) days following the date of such damage or destruction. All proceeds of any casualty insurance paid for by the City shall be the exclusive property of the City and CCMJV shall have no rights to receive any sums therefrom. If the City elects not to repair or restore, the City shall have the right to terminate this Agreement with respect to the Museum, without penalty, premium or fee, by sending notice to CCMJV. If 38 the City elects not to restore the Museum, but within one (1) year following termination of this Agreement decides to restore the same, the City shall give written notice thereof to CCMJV whereupon CCMJV shall have a period of thirty (30) days in which to elect to enter into, and actually enter into, a new contract with the City for operation of the same following its restoration which contract shall be on the same terms and conditions described herein except that the term shall be only for the portion of the term hereof lost due to termination under this Section. If on the other hand, the City elects to repair and restore,the City shall give written notice thereof to CCMJV whereupon CCMJV shall have a period of thirty (30) days in which to elect to enter into, and actually enter into, a new contract with the City for operation of the same following its restoration which contract shall be on the same terms and conditions described herein except that the term shall be only for the portion of the term hereof lost due to termination under this Section. ARTICLE 28 REPRESENTATIONS AND WARRANTIES 28.1 Representations and Warranties. CCMJV represents and warrants to the City and covenants as follows: (a) Mission. CCMJV is capable in aspects related to the operation and management of the Museum and agrees to apply its best efforts and most efficient methods in the full operation and management of the Museum. (b) Formation. CCMJV is a limited liability company duly incorporated, validly existing and in good standing under the laws of the State of Texas. (c) Authority. CCMJV has full power and authority (corporate or otherwise)to enter this Agreement and to consummate the transactions contemplated by it. This Agreement has been duly authorized by all necessary action on the part of CCMJV and no other corporate or other action on the part of CCMJV is necessary to authorize the execution and delivery of this Agreement. The individual executing this Agreement for CCMJV has full authority to do so and to bind CCMJV to its terms. (d) Conflicts and Consents. The execution and delivery by CCMJV of this Agreement and the performance by CCMJV of the transactions contemplated in it will not violate any federal, state, or local law, rule, or regulation, or conflict with or result in any breach or violation of, or constitute a default(or an event which with notice or lapse of time or both would become a default) under, or constitute an event or condition that would permit termination or acceleration of the maturity of, the Articles of Incorporation, bylaws or partnership agreement of CCMJV(as applicable) or any indenture, mortgage, lease, agreement, or other instrument or obligation to which CCMJV is a party or by which it may be bound whose termination or acceleration would materially adversely affect the ability of CCMJV to perform its obligations under this Agreement. No approval, authorization, consent, or other order or action of, or filing or registration with, any 39 person, entity, or governmental authority is required for the execution and delivery by CCMJV of this Agreement. (e) Conflict with Orders, etc. The execution and delivery by CCMJV of this Agreement will not conflict with any order,judgment, or decree of any court, government, government agency, or instrumentality, whether entered pursuant to consent or otherwise, by which CCMJV may be bound or affected. (f) Litigation. There is no litigation, action, arbitration, grievance, administrative proceeding, suit, or claim filed and pending, nor is there any investigation by a governmental agency of CCMJV or any of its affiliates that, if adversely decided, could have a material adverse impact on CCMJV's ability to perform its obligations under this Agreement. ARTICLE 29 FORCE MAJEURE 29.1 Force Maieure. As used in this Agreement, the term "Force Majeure"with respect to a delay in performance shall mean any delay that is attributable to: (a) any strike, lockout or other labor or industrial disturbance (whether or not on the part of the employees of either party), civil disturbance, future order claiming jurisdiction, act of the public enemy, war, riot, sabotage, blockade, embargo, inability to secure customary materials, supplies or labor through ordinary sources by reason of regulation or order of any government or regulatory body; (b) any changes in any applicable laws or the interpretation; or(c) any lightning, earthquake, fire, storm, hurricane, tornado, flood, washout, explosion, or any other cause beyond the reasonable control of the party from whom performance is required and of its contractors or other representatives. Any prevention, delay, or stoppage in a party's performance due to Force Majeure shall excuse the performance of the party affected for a period of time equal to any such prevention, delay, or stoppage; provided, however, that during the period of any such delay or stoppage, the party whose performance is excused shall take all reasonable steps to minimize the length of such delay or stoppage. ARTICLE 30 INDEMNITY 30.1 Indemnification and Hold Harmless. CCMJV ("Indemnitor") shall indemnify and hold the City of Corpus Christi, its officers, agents, employees and representatives ("Indemnitees"), harmless and defend with counsel retained by CCMJV, from and against any third-party action, cause of action, suit, debt, cost, directly-related reasonable expense (including reasonable attorneys' fees, court costs or investigation costs), claim, or demand brought or asserted by any third-party whomsoever (collectively, "Claims"), including but not limited to claims on account of personal injuries or death or damage 40 to property, at law or in equity, which any Indemnitees may suffer or sustain or which may be asserted or instituted against any of Indemnitees resulting from or in connection with (i) the negligence or willful misconduct of CCMJV or its agents, contractors or employees; (ii) any breach or default by CCMJV of any of its warranties, representations, covenants, or obligations made in this Agreement; or (iii) the violation of any copyright, patent, service mark, trade name or trademark by CCMJV; provided, however, that the foregoing indemnification shall not extend to Claims to the extent such Claims (A) arise from any breach or default by the City of any of its warranties, representations, covenants or Obligations made in this Agreement, as determined by a court of competent jurisdiction, (B) are caused by or arise out of the services provided by the architects, engineers and other agents (other than CCMJV) retained by the City in connection with capital improvements or capital equipment purchases at the Facility, (C) arise from the fact that at any time prior to, as of, or after the commencement of the term hereof the Facility and its premises are not or have not been, in compliance with all federal, state, local and municipal regulations, ordinances, statutes, rules, laws and constitutional provisions including, but not limited to, all handicap accessibility laws, rules and regulations, (D) arise from any obligation or liability under or in respect of any contract, agreement or other instrument executed by CCMJV as authorized herein unless CCMJV's acts or omissions in administration thereof are the basis for such liability, as determined by a court of competent jurisdiction, (E) arise from any act or omission carried out by CCMJV at or pursuant to the express direction or instruction of the City's Contract Administrator (but only if CCMJV advises the City's Contract Administrator in writing, promptly following such direction, that CCMJV believes such direction to be imprudent) , or (F) arise from acts of negligence or willful misconduct of City's agents, employees or subcontractors. City agrees to promptly notify CCMJV of any Claim received by the City. This indemnity specifically includes any Claims brought by CCMJV's officers, agents, contractors, or direct employees. This indemnity shall continue notwithstanding the termination of this Agreement with respect to any act or occurrence preceding the termination. CCMJV does not agree to and shall not indemnify the City with respect to claims or causes of action or other matters relating to the MOISTURE PROBLEM at the Museum Premises. 41 30.2 Relationship to Insurance Obligations. Nothing contained in this Article 30 shall be construed to affect the allocation of responsibilities between the Parties or the insurance coverages required in Article 27 of this Agreement. ARTICLE 31 DEFAULT; TERMINATION OF AGREEMENT; REMEDIES 31.1 Termination by City. The City shall have the right to terminate this Agreement following an Event of Default. The following shall constitute "Events of Default"under this Agreement: (a) failure of CCMJV to perform or comply with any covenant or condition made under this Agreement, or failure of any representation or warranty made by CCMJV in this Agreement to have been or to continue to be true and correct, provided CCMJV shall have a period of sixty (60) days from the date of written notice from the City within which to cure such default, or, if such default is not legally capable of cure within such 60-day period, CCMJV shall have a reasonable period to complete such cure if CCMJV promptly undertakes action to cure such default within such 60-day period and later diligently prosecutes such action to completion; (b) abandonment or assignment or encumbrance or transfer of this Agreement or of the Property by CCMJV, without the prior written consent of City; and (c) the appointment of a receiver to take possession of all or substantially all the assets of CCMJV, or an assignment by CCMJV for the benefit of creditors, or any action taken or suffered by CCMJV under any insolvency, bankruptcy, reorganization, moratorium, or other debtor relief act or statute, whether now existing or later amended or enacted, if any such receiver, assignment, or action is not released, discharged, dismissed, or vacated within sixty(60) days. (d) The above is in addition to any other right to terminate explicitly given to the City elsewhere in this Agreement. 31.2 Termination by CCMJV. In the event the City fails to timely pay any portion of any fee due under this Agreement or to perform any other obligation required to be performed by the City, and such failure is not cured within sixty(60) days after written notice of such failure has been delivered to the City by CCMJV, CCMJV shall have the right to terminate this Agreement; provided that if such default is not legally capable of cure within such 60-day period, the City shall have a reasonable period to complete such cure if the City promptly undertakes action to cure such default within such 60-day period and later diligently prosecutes such action to completion. The above is in addition to any other right to terminate explicitly given to CCMJV elsewhere in this Agreement. Either party may terminate this Agreement without cause by giving 90 day's written notice. ARTICLE 32 SURRENDER OF PREMISES 42 32.1 Surrender of Premises; Transition. Upon the Termination Date or other termination of this Agreement, CCMJV shall (a)promptly remit to the City funds which are due and owing pursuant to the terms of this Agreement, including funds not expended but held by CCMJV, and (b)peaceably quit and surrender to the City the Premises and Property together with all permanent improvements approved by the City, in good order and condition, normal wear and tear and damage caused by casualty or condemnation excepted. To determine the proper remittance to the City under the above-mentioned clause (a), CCMJV agrees throughout the term of this Agreement to segregate Revenue and Operation Support Payment in an account or accounts separate from other funds held by CCMJV. The Premises and Personal Property shall be surrendered free and clear of all liens and encumbrances other than presently existing liens and encumbrances and any other encumbrances created or approved in writing by City. CCMJV shall, immediately before the Termination Date or other termination of this Agreement, remove all CCMJV's Property as provided in this Agreement, and repair any damage resulting from the removal. CCMJV's obligations under this Article shall survive the Termination Date or other termination of this Agreement. Any items of CCMJV's Property which shall remain in the Premises after the Termination Date of this Agreement may, at the option of the City, be deemed abandoned and in such case, may be disposed of by City in any manner allowed by law. Upon the termination of this Agreement for any reason, CCMJV and the City shall cooperate to the fullest reasonable extent in effecting an orderly and efficient transfer of the operation and management of the Museum from CCMJV to the City or its designee. Such cooperation shall include without limitation the entry into such agreement, the execution of such documents and the convening of such meetings as may be reasonable required to affect such transfer. ARTICLE 33 HAZARDOUS MATERIALS 33.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: (a) "Environmental Laws"means any applicable federal, state, and local laws (whether under common law, statute, ordinance, rule,regulation, code, or otherwise), permits, orders, decrees, and other requirements of governmental authorities relating to the protection of human health or the environment, whether existing as of this date, previously enforced, or subsequently enacted. (b) "Hazardous Material' means any element, compound, chemical, chemical mixture, or other substance that is identified as, or determined to be, a hazardous,toxic, or dangerous substance, pollutant, contaminant,waste, or material under, or is otherwise regulated under, any Environmental Law or other law relating to chemical management, environmental contamination, environmental cleanup, or nuisances, including, without 43 limitation, petroleum and petroleum products, asbestos, radon and other radioactive materials, bio-hazards, and lead-based paint. (c) "Release"when used with respect to Hazardous Material shall include any actual or imminent spilling,leaking,pumping,pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing in, on,under, or about any other part of the Property. 33.2 No Hazardous Materials. CCMJV covenants and agrees that neither CCMJV nor any of its agents or Invitees shall cause or permit any Hazardous Material to be brought upon, kept, used, stored, generated, or disposed of in, on, or about the Property, or transported to or from the Property, provided that CCMJV may use such substances in such limited amounts as are customarily used in the operation and maintenance of a Museum so long as such use is in compliance with all applicable Environmental Laws. Each party shall immediately notify the other party if and when such party learns or has reason to believe there has been any Release of Hazardous Material on or about the Property. 33.3 CCMJV's Environmental Indemnity. If CCMJV breaches any of its obligations contained in this Article, or, if any act, omission or negligence of CCMJV or any of its agents or Invitees results in any contamination of the Premises or any other part of the Property or in the Release of Hazardous Material from, on, about, in, on or beneath the Property, then CCMJV shall Indemnify the City from and against all losses (including, without limitation, the loss or restriction of the use of the Property and sums paid in settlement of claims, fines, civil penalties, attorney's fees, consultants' fees and experts' fees and costs) arising during or after the Term of this Agreement and relating to such Release; provided, however, that the Indemnity contained in this Article shall not apply to any losses resulting from a Preexisting Condition. The above- mentioned indemnity includes, without limitation, costs incurred in connection with the investigation of site conditions and all activities required to locate, assess, evaluate, remediate, clean up, remove, contain, treat, stabilize, monitor or otherwise control any Hazardous Material, and to restore the Property to its prior condition. Without limiting the above, if CCMJV or any of its agents or invitees causes or permits the Release of any Hazardous Materials on, about, in or beneath the Property, CCMJV shall, immediately, at no expense to the City, take any and all necessary actions to abate and remediate the Release in accordance with all Environmental Laws. CCMJV shall afford the City a full opportunity to participate in any discussions with governmental regulatory agencies regarding any settlement agreement, cleanup or abatement agreement, consent decree, or other compromise or proceeding involving Hazardous Material. ARTICLE 34 ASSIGNMENTS; SUBCONTRACTING 34.1 Assignments; Subcontracting. CCMJV has been chosen by the City to operate and manage the Museum in reliance upon CCMJV's stated and unique expertise, skill, knowledge, 44 and mission. CCMJV shall not assign, transfer, mortgage or encumber its interest in this Agreement or any other right, privilege or license conferred by this Agreement, either in whole or in part. Any assignment or encumbrance shall be voidable and, at the City's election, shall constitute a material default under this Agreement. Without limiting the obligations of CCMJV under this Agreement, CCMJV shall have the right and the authority to enter into contracting arrangements with any other person or entity (including without limitation the City or other City agency) for the provision of any service required or allowed to be performed by CCMJV under this Agreement. ARTICLE 35 NOTICES 35.1 Notices. All notices required to be given shall be in writing and either delivered personally or sent by certified mail to the appropriate address listed below, or at such other address as shall be provided by written notice. Notice shall be deemed communicated two Business Days from the time of mailing if mailed as provided in this Article. For convenience of the parties, copies of notices may also be given by other means; however, neither party may give official or binding notice except by personal delivery or by certified mail. If to Corpus Christi Museum Joint Venture: William Durrill 615 Upper Broadway Corpus Christi, Texas 78401 If to the City of Corpus Christi: Margie C. Rose City Manager City of Corpus Christi 1201 Leopard P.O. Box 9277 Corpus Christi, Texas 78469 ARTICLE 36 COMPLIANCE WITH LAWS 36.1 Generally. CCMJV shall comply and conform with all laws and all governmental regulations, rules, and orders that may from time to time be put into effect relating to, controlling or limiting the use and operation of the Museum. CCMJV shall secure, or cooperate with the City in its securing, all permits and licenses specifically required for the operation of the Museum (copies of which shall be promptly provided to the City), and shall comply with all applicable laws and regulations relating to labor employed in and relating to the operation of the Museum. 36.2 Preexisting Conditions. Notwithstanding any other provision of this Agreement to the contrary, CCMJV shall incur no liability for, or assume any obligation to correct, any Preexisting Condition;provided, however, that CCMJV shall use its reasonable efforts to (a) identify all such 45 Preexisting Conditions and notify the City immediately of their existence, (b)take all reasonable action necessary to minimize any risk of injury or liability that may be occasioned by such a Preexisting Condition, and(c)to the extent funds are or become available, as referred to in the following sentence, take all reasonable action necessary to correct any such Preexisting Condition;provided further, however, that the above shall not condition or limit City's Indemnity under Article 30 above. The City agrees to use its reasonable efforts to assist CCMJV in obtaining such grants or other funds as may be available to assist in the financing of any work performed to bring any building, structure or service within the Premises into compliance with any applicable local, state or federal law or regulation, including without limitation the Americans with Disabilities Act of 1990.Nothing in this Article shall eliminate any obligation of CCMJV to ensure that all new construction, remodeling or rehabilitation work performed by CCMJV at the Museum is completed in compliance with all applicable local, state, and federal laws and regulations. Either party shall have the option of terminating this Agreement in the event the parties are unable to satisfactorily resolve any Preexisting Condition. 36.3 Americans with Disabilities Act. CCMJV acknowledges that the Americans with Disabilities Act(the"ADA")requires that programs, services, and other activities provided by a public entity to the public,whether directly or through a contractor, must be accessible to the disabled public. CCMJV further acknowledges its obligation to comply with the ADA and any other federal, state or local disability rights legislation. CCMJV warrants that it will fulfill that obligation, and that it will not discriminate against disabled persons in the provision of services, benefits or activities pursuant to this Agreement. 36.4 Non-Discrimination Ordinances. CCMJV shall comply with all provisions of CORPUS CHRISTI,TER.,CODE §24-82, as amended, recodified or reenacted from time to time, relating to equal opportunity in employment and business practices. Such provisions are incorporated in this Agreement and by reference made a part of this Agreement as though fully set forth in this Agreement. ARTICLE 37 TAXES,ASSESSMENTS,LICENSES,PERNHT FEES,AND LIENS 37.1 Taxes,Assessments,Licenses,Permit Fees, and Liens. CCMJV agrees to pay taxes of any kind, including any possessory interest taxes (unless exempt under Texas law),that may be lawfully assessed on or on account of the performance of this Agreement and to pay all other taxes, excises, licenses, permit charges, and assessments based on CCMJV's use of the Premises that may be imposed upon CCMJV by law, all of which shall be paid when such sums become due and payable and before delinquency. CCMJV agrees not to allow or suffer a lien for any such taxes to be imposed upon the Premises or upon any equipment or property located there without promptly discharging such lien, provided that CCMJV, if so desiring, may have reasonable opportunity to contest the validity of it. If CCMJV intends to contest or to fail to pay when due any tax or fee referred to in the preceding sentence, CCMJV shall provide the City with at least 30-days' notice of that intention before the tax is due, explaining its reasons. 46 37.2 Sales Tax. CCMJV shall collect and remit all sales tax required by law. CCMJV shall be responsible for the payment of all sales tax collected. If CCMJV intends to contest or to fail to pay when due any tax or fee referred to in the preceding sentence, CCMJV shall provide the City with at least 30-days' notice of that intention before the tax is due, explaining its reasons. 37.3 Unpaid taxes. The City may choose to pay the tax on behalf of CCMJV, and if it is later determined the tax or some portion of it validly owed, CCMJV shall reimburse the City within thirty(30) days of written demand. ARTICLE 38 MISCELLANEOUS 38.1 Liability of the City. The City's obligations to CCMJV under this Agreement shall be limited to the terms and conditions set forth in this Agreement. Notwithstanding any other provision in this Agreement to the contrary, in no event shall the City be liable, regardless of whether any claim is based on contract or tort, for any special, consequential, indirect or incidental damages,including without limitation lost profits, arising out of or in connection with this Agreement or the services performed in connection with this Agreement. 38.2 Liability of CCMJV. CCMJV's obligations to the City under this Agreement shall be limited to the terms and conditions set forth in this Agreement. Notwithstanding any other provision in this Agreement to the contrary, in no event shall CCMJV be liable, regardless of whether any claim is based on contract or tort, for any special, consequential, indirect or incidental damages,including without limitation lost profits, arising out of or in connection with this Agreement or the services performed in connection with this Agreement. 38.3 Liens. CCMJV shall keep the Premises and Personal Property free from any liens arising out of any work performed, material furnished or obligations incurred by or for CCMJV and any other liens or encumbrances. 38.4 Parties and Their Agents. As used in this Agreement, the term "agents"when used with respect to either party shall include the agents, employees, officers, and representatives of such party. All approvals, consents or other determinations permitted or required by the City shall be made by or through the City Manager unless otherwise provided in this Agreement or unless the City gives notice otherwise to CCMJV. 38.5 Dispute Resolution. In the event of a dispute between CCMJV and the City regarding any term of this Agreement, the parties shall attempt to resolve the matter informally through the following mechanism: the City Manager and CCMJV management, or their respective designees, shall meet to review and discuss the matters in dispute; if the City Manager and CCMJV are unable to reach a mutual resolution, either party may submit the matter to a nonbinding, structured mediation procedure fashioned by persons or organizations experienced in alternative dispute resolution ("ADR")procedures. The mediation may be requested by any party and shall be initiated within thirty (30) days from the date of the request unless extended by agreement of both parties. The alternative dispute resolution procedures utilized for the mediation shall include the exchange of written claims and responses, with supporting information, at least seven (7) 47 days prior to the actual mediation. The positions expressed and mediator's recommendations shall not be admissible as evidence in any subsequent ADR or legal proceeding. If the matter is submitted to mediation and the matter is not resolved, an affected party shall be entitled to pursue any legal remedy available. 38.6 No Implied Waiver. No failure by either party to insist upon the strict performance of any obligation of the other party under this Agreement or to exercise any right,power or remedy arising out of a breach, irrespective of the length of time for which such failure continues (except in cases where this Agreement expressly limits the time for exercising rights or remedies arising out of a breach), shall constitute a waiver of such breach or of that party's right to demand strict compliance such term, covenant or condition or operate as a surrender of this Agreement. No waiver of any default or the performance of any provision shall affect any other default or performance, or cover any other period of time, other than the default, performance or period of time specified in such express waiver. One or more written waivers of a default or the performance of any provision shall not be deemed to be a waiver of a subsequent default or performance. The consent of either party given in any instance under the terms of this Agreement shall not relieve the other party of any obligation to secure the consent of the other party in any other or future instance under the terms of this Agreement. 38.7 Headings and Subheadings. The captions preceding the articles and sections of this Agreement and in the table of contents have been inserted for convenience of reference and such captions in no way define or limit the scope or intent of any provision of this Agreement. 38.8 Successors and Assigns. The terms, covenants, and conditions contained in this Agreement shall bind and inure to the benefit of the City and CCMJV and, except as otherwise provided in this Agreement, their personal representatives and successors and assigns. There are no third-party beneficiaries to this Agreement. 38.9 Access to Museum. The City and their duly authorized agents shall have access to the Premises and other Property at all times (a) for the purpose of inspection and to make any repairs, additions or renovations as the City may have the right to do under the provisions of this Agreement, and(b) for use by the City in case of emergency, as determined by City in its sole discretion. 38.10 Relationship of Parties. The services to be rendered by CCMJV pursuant to this Agreement are as an independent contractor only and the relationship between CCMJV and the City is solely that of owner and contractor. Nothing contained in this Agreement shall be construed to create a partnership,joint venture, or a relationship of employment or agency. 38.11 Agreement Made in Texas. This Agreement shall be deemed to be made in and shall be construed in accordance with the laws of the State of Texas. Venue of any action brought by one party against the other to enforce or arising out of this Agreement shall be in Nueces County, Texas. 38.12 Integrated Agreement; Modification. This Agreement contains all the agreements of the parties relating to the subject matter addressed in this Agreement, and cannot be amended or 48 modified except by a written agreement approved by the City of Corpus Christi City Council and mutually executed between each of the parties. 38.13 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. 38.14 Exhibits. All Exhibits to which reference is made in this agreement are deemed incorporated in this agreement in their entirety, whether or not actually attached. 38.15 Non-Liability of Officials,Employees, and Agents. No elective or appointive board, commission, member, officer, employee or other agent of the City shall be personally liable to CCMJV, its successors, and assigns, in the event of any default or breach by the City or for any amount which may become due to CCMJV, its successors, and assigns under this Agreement, or for any obligation of the City under this Agreement. Likewise,no board member,member, officer, employee or other agent of CCMJV shall be personally liable to the City, its successors, and assigns under this Agreement, in the event of any default or breach by CCMJV or for any amount which may become due to the City, its successors, and assigns, or for any obligation of CCMJV under this Agreement. 38.16 Time of Essence. Time is of the essence of each provision of this Agreement. 38.17 Survival of Indemnities. Termination of this Agreement shall not affect the right of either party to enforce any and all Indemnities and representations and warranties given or made to the other party under this Agreement, nor shall it affect any provision of this Agreement that expressly states it shall survive such termination. 38.18 Good Faith Dealings. All parties will act in good faith in the preparation, execution, and resolution of any matter within the scope of this Agreement. These good faith acts shall be made in a lawful and ethical manner. 38.19 Severability. If any article, section, subsection,paragraph, sentence or clause of this Agreement shall be deemed to be illegal, invalid or unenforceable for any reason, such illegality, invalidity or unenforceability shall not affect the legality, validity or enforceability of the remainder of this Agreement. If any change occurs during the term of this Agreement with respect to any laws,rules,regulations or ordinances which affect the rights or obligations of CCMJV or the City under this Agreement, or the applicability of any taxes or fees, CCMJV and the City shall negotiate in good faith to bring this Agreement into conformance with such change or changes. If such agreement cannot be reached, CCMJV or the City shall have the right to immediately terminate this Agreement upon written notice to the other party. 38.20 Non-Appropriation The continuation of this Agreement after the close of any fiscal year of the City,which fiscal year ends on September 30 annually, is subject to appropriations and budget approval covering this Agreement as an expenditure in said budget; however, it's within the sole discretion of the City Council of the City to determine whether to fund this 49 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. 38.21 Certificate of Interested Parties. CCMJV 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. 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. (2) a person who actively participates in facilitating a contract or negotiating the terms of a contract with a governmental entity or state agency, including a broker, intermediary, adviser or attorney for the business entity. Form 1295 must be electronically filed with the Texas Ethics Commission at https://www.ethics.state.tx.us/whatsnew/elf info_form1295.htm. The form must then be printed, signed, notarized and filed with the City. For more information,please review the Texas Ethics Commission Rules at https://www.ethics.state.tx.us/legal/ch46.html. 38.22 Conflict of Interest. CCMJV 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 38.23 Failure to Appropriate Funds. Failure to appropriate funds will give CCMJV the unilateral right to terminate this Agreement, and the City shall still be responsible and obligated to pay the Management through the date of termination and other operating expenses paid for by CCMJV or incurred by CCMJV. 38.24 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. 50 IN WITNESS WHEREOF,the parties have executed this Agreement as of the day and year first above written. CITY OF CORPUS CHRISTI CCMJV, LLC By: By: Margie C. Rose William Durrill City Manager Principal Date Date Approved as to legal form: , 2018 Buck Brice Assistant City Attorney For City Attorney 51 z ' . . WiT EXH AIF erg - o � �""� o a Q� i t a e e f 1 •* n�,. •L UAW a ° c � •Lr� p 0 0 � � � a w-<.. _ ��,��+s•may tea. � 1 j EXHIBIT B Primary Lots US 181 for the exclusive use of the ? Museum of Science &History v m Secondary Lots -i 171 n m requires coordination with a LA = other entities Ln M A (Lots 1,2,3,5&10 are for the exclusive M� use of the American Bank Center) MESQUITE ST. '^ M M = LOT HERITAGE PARK LOT A 13 11 � ORIENTAL rt LOT `M = MUSEUM = 10 LOT ~ LOT -TE 24 R 25 N.CHAPARRALST. N.CHAPARRALST. (7 O V LOT I LaT 22 LOT LOT LOT DAA PL—USE T MUSEUM OF 26 5 o) LOT Q SCIENCE AND HISTORY O c-i M 1 LOT N.WATER ST. n IADA) �21 r D LOT WATERGARDEN 6 LOT ADA 23 ROUTE N.SHORELINE BLVD. 0D:�Lo ART MUSEUM LOT 4 EXHIBIT C American Alliance of h1/ Museums February 1, 2013 Carol Rehtmeyer Director Corpus Christi Museum of Science & History 1900 N Chaparral St Corpus Christi, TX 78401-1114 Dear Ms. Rehtmeyer: On behalf of the Accreditation Commission and Program staff, congratulations on your appointment as the new Director of the Corpus Christi Museum of Science & History. The museum is one of almost 1,000 museums nationwide recognized through AAM accreditation for its commitment to excellence and high professional standards. I have enclosed some of our program literature for your reference, and encourage you to visit our web site at www.aam-us.org for additional information. The Corpus Christi Museum of Science & History was first granted accreditation in 1973, and was successfully reaccredited in 1988, 2001 and 2011. The museum's next self-study due date is November 1, 2025. 1 would also like to welcome you as a member of the accreditation peer reviewer roster—a benefit of accreditation. As the new director of an accredited institution, you are automatically a member of the Alliance peer reviewer roster, eligible to serve on Visiting Committees for accreditation reviews. This is an excellent chance to pick up new ideas from your peers and take them home to your museum, network with peers at sister institutions, and actively participate in Alliance's efforts to advance standards and best practices. Periodically my staff may approach you with the opportunity to serve on a given museum's review team. You are under no obligation to accept these assignments, of course, but I hope you consider trying this out. The enclosed Frequently Asked Questions for New Accreditation Peer Reviewers will answer many questions you likely have at this point. There is also some information on page 40 of the enclosed copy of A Higher Standard: The Museum Accreditation Handbook. The Peer Review Program staff will be in touch with you directly in the next few weeks giving you more information. Please do not hesitate to contact the staff at(202)289-9116 or accreditation@aam-us.org with questions about any aspect of the museum's participation in the Accreditation Program. We look forward to working with you and your staff, and wish you the best of luck in your new position. Sin ft, (1h Dana Twersky Assistant Director, Accreditation 1575 Eye Street NW,Suite 400 1 Washington DC 20005 1 T 202.289.1818 1 F 202.289.6578 1 www.sam-us.org TEXAS HISTORICAL COMMISSION real places telling real stories CURATORIAL FACILITY CERTIFICATION PROGRAM Benchmarking Excellence WRITTEN NARRATIVE REPORT AND RE-CERTIFICATION RECOMMENDATION To be completed by CFCP Coordinator Co us Christi Museum of Science and History Bradford M. Jones Curatorial Facility Field Reviewer 1900 N. Chaparral Street P.O. Box 12276 Co us Christi TX 78401 Austin TX 78711-2276 Mailing Address Mailing Address 361-826-4667 512-463-5865 Telephone (area code and number) Telephone 512-463-8927 Fax (area code and number) Fax (area code and number) Jillian Becquet bradaones a�thc.state.tx.us Contact Email JillianB@cctexas.conl July 2-3 &Aug st 31. 2015 Email a Date of Field Review Si o CP Coordinator GREG ABBOTT, GOVERNOR JOHN L. NAU, III, CHAIR MARK WOLFE, EXECUTIVE DIRECTOR P.O. BOX 12276 AUSTIN, TEXAS 78711-2276 P 512.463.6100 F 512.475.4872 •www.thc.state.tx.us INTRODUCTION The Corpus Christi Museum of Science and History (CCMSH) was the first curatorial facility in the State of Texas to be entrusted by the Texas Historical Commission's (THC) Certified Curatorial Facility Program (CFCP)to curate state associated Held-In-Trust (HIT) collections. The museum, which is also the formal Maritime Curation Facility for Texas, currently houses two of the state's most significant shipwreck collections: the HIT 1554 Shipwrecks and the La Belle shipwreck that is the property of France and managed by the THC. In addition, the museum currently holds multiple site collections from permitted terrestrial and marine archeological projects that are HIT in addition to the museum sizable collection of regionally acquired historic material. CCMSH is a significant state and regional resource for curation and research. Since being certified on October 28, 2005, CCMSH has consistently filed an Annual Report to the CFCP coordinator, detailing acquisition and accessioning, loans, analysis, or changes in the status of the HIT properties. In all respects, CCMSH continues to meet the standards and expectations of the CFCP program. As detailed below, over the last 10 years CCMSH has continued to improve the management and care of the HIT collections, even though several changes in the administration of the museum and the staff have occurred. Throughout this period the Museum has worked closely with THC to insure that any requests for loans, images, or research on HIT collections are properly addressed and in compliance with CFCP standards. As the curatorial repository for the La Belle artifacts, CCMSH has been an important partner in facilitating the ongoing analysis of the collection, and as the primary loan institution handles the annual renewal of loans to the Odyssey Museum members, the Bullock State History Museum, and other museums exhibiting La Belle artifacts. When it was initially certified the CCMSH was identified as having two Deficiency Factors due to substandard policies and substandard procedures (See Attachment 1). Since that time, CCMSH has instituted changes to their Collection Management Policy and to their procedures that address all of the deficiency factors identified. At this time, CCMSH has no pre-existing deficiency or disabling factors, or any that were newly identified, that would affect the facility's eligibility for re-certification. The following sections briefly address each of the nine main areas of focus discussed in the attached copy of the CFCP Written Narrative Report recommending certification for CCMSH: governance, finance, policies, procedures, physical facilities, staff, visiting scholars and researchers, records management, and collections care. GOVERNANCE The CCMSH meets all CFCP requirements regarding governance. However, since the initial certification, the Museum has undergone a change in its daily operational organization. Though the Museum remains organized as an administrative department under the City Council of Corpus Christi, managerial oversight of the facility has been assumed by a private management firm, though still through the auspices of an appointed Advisory Committee. Working in 2 tandem, the Advisory Committee and director share the responsibility of operating the Museum under established and approved policies and procedures. FINANCE The CCMSH continues to meet all CFCP requirements regarding finance. POLICIES As noted in the introduction, when CCMSH was originally certified the field reviewer requested that the policy statements in the Museum's Collection Management Policy(CMP) be revised to match recommendations and minimum standards set forth by the CFCP certification process. These revisions have been done and were reviewed and approved by the CFCP coordinator Elizabeth Martindale in 2007. Therefore, CCMSH now meets all CFCP requirements regarding Policies. PROCEDURES As noted in the introduction, when CCMSH was originally certified, the field reviewer requested that the written procedures be revised to match recommendations and minimum standards set forth by the CFCP certification process. These revisions have been done and were reviewed and approved by the CFCP coordinator Elizabeth Martindale in 2007. Therefore, CCMSH now meets all CFCP requirements regarding procedures. PHYSICAL FACILITIES Physical facilities were considered sufficient to meet all CFCP requirements at the time of certification, and CCMSH continues to meet all CFCP requirements regarding Physical Facilities. As noted below under Collections Care, the location of the HIT and La Belle collections has been changed to the main collections storage area which has an improved HVAC system providing an enhanced physical environment for the collections. STAFF At the time of certification and until 2013, the museum was under the direction of Richard Stryker. As noted in the governance section, the daily management of the Museum has since been contracted to a private management company and now Carol Rehtmeyer is the Museum Director. In addition to the change in director, the CCMSH has seen a reduction in staff due to changing budgetary constraints. Until 2014, CCMSH had both a dedicated curator/collections manager 3 and a registrar involved in the curation of the Museum collections. Since that time, these roles have been combined in one staff position. Currently Jillian Becquet is the Collections Manager/Registrar. Ms. Becquet has a master degree in Museum Sciences from Baylor University and has proven highly effective since assuming the role. The CCMSH continues to meet all CFCP requirements regarding procedures. VISITING SCHOLARS AND RESEARCHERS The CCMSH continues to meet all CFCP Visiting Scholar and Researchers Requirements. As described under Collections Care, the relocation of the HIT and La Belle collections to the second floor has improved access for interested researchers by situating them closer to the materials as well as in an improved work space. Up to this point the Museum has been able to assist any researcher requesting access to HIT or the La Belle collections, but there is some measure of concern on the part of the CFCP Coordinator that the reduction in staffing has the potential to leave insufficient staff time to assist and supervise visiting scholars and researchers should demand increase. RECORDS MANAGEMENT The CCMSH meets all CFCP requirements regarding Records Management. The only substantive change at the Museum has been the adoption of a PastPerfect Collections management in place of the older Re:Discovery database. Staff report that the system has improved their ability to internally manage the collection, and they look forward to using the software to eventually enhance the online accessibility of the collection. COLLECTIONS CARE CCMSH meets all CFCP requirements regarding Collections Care. When certified in 2005, HIT artifacts, as well as the La Belle shipwreck collections, were maintained in a separate space on the first floor of the building. Since 2010, all HIT and archaeology collections have been moved to the second floor main collections room where they have been placed on newer shelving and repackaged in improved housing. At the same time, with help from the THC, the La Belle collection was also transferred upstairs into new, high quality locked cabinetry, vastly improving the overall care and appearance of the collection. Though the previous space was adequate, the new space has also been refitted with an improved HVAC system that ensures a more stable climate. Compared to the ground floor location, the second floor storage area provides better protection from potential natural disasters such as flooding, which are of some consideration given the site of the museum on the bay front. Additionally, the security system and access control is better for the main collection than it was for the previous location, and the new location provides better adjacent facilities for collections research. 4 RECOMMENDATION TO THE THC The recommendation is based on the findings summarized in this Written Narrative Report and constitutes the CFCP Coordinator's recommendation to award or deny re-certification or award provisional status. The Corpus Christi Museum of Science and History has no disabling or deficiency factors. Based on the reasons outlined in this document, the CCMSH has demonstrated that it continues to meet the stated requirements to be a certified curatorial facility. It is the recommendation of the CFCP Coordinator that CCMSH be re-certified to accept and maintain state-associated Held-In-Trust collections for another 10 year period. 1012- 2-0 15 `i nature CP ordinator Date 5 EXHIBIT D DEPARTMENT OF THE INTERIOR �&�LYFE U.S.FISH AND WILDLIFE SERVICE SERVICE 2.AUTHORITY-STATUTES Migratory Bird Permit Office 16 USC 668a P.O.Box 709-Albuquerque,NM 87103 Tel: 505-248-7882 Fax: 505-248-7885 Email:permitsR2MB@fws.gov FEDERAL FISH AND WILDLIFE PERMIT REGULATIONS 50 CFR PART 13 L PERMITTEE 50 CFR 22.21 CORPUS CHRISTI MUSEUM OF SCIENCE AND HISTORY 1900 N.CHAPARRAL CORPUS CHRISTI,TX 78401 U.S.A. 3.NUMBER MB11265A-0 4.RENEWABLE 5.MAY COPY F7 YES F7 YES ❑ NO ❑ NO 6.EFFECTIVE 7.EXPIRES 04/01/2016 03/31/2019 8_NAME AND TITLE OF PRINCIPAL OFFICER (If#1 is a business) 9.TYPE OF PERMIT CAROL REHTMEYER DEAD EAGLE EXHIBITION EXECUTIVE DIRECTOR 10.LOCATION WHERE AUTHORIZED ACTIVITY MAY BE CONDUCTED TEXAS 1900 N.CHAPARRAL NUECES COUNTY CORPUS CHRISTI TX 11.CONDITIONS AND AUTHORIZATIONS: A. GENERAL CONDITIONS SET OUT IN SUBPART D OF 50 CFR 13,AND SPECIFIC CONDITIONS CONTAINED IN FEDERAL REGULATIONS CITED IN BLOCK#2 ABOVE,ARE HEREBY MADE APART OF THIS PERMIT.ALL ACTIVITIES AUTHORIZED HEREIN MUST BE CARRIED OUT IN ACCORD WITH AND FOR THE PURPOSES DESCRIBED IN THE APPLICATION SUBMITTED.CONTINUED VALIDITY,OR RENEWAL,OF THIS PERMIT IS SUBJECT TO COMPLETE AND TIMELY COMPLIANCE WITH ALL APPLICABLE CONDITIONS,INCLUDING THE FILING OF ALL REQUIRED INFORMATION AND REPORTS. B.THE VALIDITY OF THIS PERMIT IS ALSO CONDITIONED UPON STRICT OBSERVANCE OF ALL APPLICABLE FOREIGN,STATE,LOCAL,TRIBAL,OR OTHER FEDERAL LAW. C.VALID FOR USE BY PERMITTEE NAMED ABOVE. D. You are authorized to possess for conservation education purposes the following eagle specimen(s)7 Qty Specimen Acquired from Date Acq. 1 Bald Eagle,full mount donated by US FWS 7/16/1971 1 Golden Eagle,egg on loan Am.Mus.Nat.Hist. 1970 1 Golden Eagle,study skin 1973 2 Bald Eagle,egg Forbes Nat.Sci.for Youth Fndn 6/17/1975 2 Eagle,wings donated by Charles Moss 6/3/1980 1 Bald Eagle,egg Forbes Nat.Sci.for Youth Fndn 11/19/1969 1 Bald Eagle,egg Forbes Nat.Sci.for Youth Fndn 6/17/1975 E. You must obtain prior written approval from your migratory bird permit issuing office before acquiring,transferring,or disposing of any eagle. See standard condition 5 for instructions. F. Any person who is (1)employed by or under contract to you for the activities specified in this permit,or (2)otherwise designated a subpermittee by you in writing,may exercise the authority of this permit. G. You and any subpermittees must comply with the attached Standard Conditions for Dead Eagle Exhibition Permits. These standard conditions are a continuation of your permit conditions and must remain with your permit. Z ADDITIONAL CONDITIONS AND AUTHORIZATIONS ALSO APPLY 12.REPORTING REQUIREMENTS ANNUAL REPORT DUE:01/31 You must submit an annual report to your Regional Migratory Bird Permit Office each year. Form: www.fws.gov/forms/3-202-13.pdf. ISSUED BY oigilli lig—byE NA HUNT TITLE DATE ELVIRA HUNT � UN:r-US,o=U.S.Garemmemoir-cep ftNe H U ° ';�N ;`' tIT�IISTRATOR,MIGRATORY BIRD PERMIT OFFICE-REGION 2 01/13/2016 TEXAS PARKS & January 10,2017 WILDLIFE Gene Peacock Corpus Christi Museum of Science and History 1900 N.Chaparral Corpus Christi,TX 78401 Dear Mr.Peacock: Enclosed is your new Educational Display Permit No. EDU-0117-008. Please review your permit for accuracy and make note of any restrictions. If additional authority is needed,you should request a permit amendment. Although the permit does not have to be renewed each year, annual reports are required for the permit to remain valid. Please note that all mortalities, retained and discarded, must be documented and reported on annual reports. Your first annual report will be due on January 10, 2018. The report form is also available online: ht!p:H!pwd.texas.gov/business/permits/land/wildlife/educationaU. Furthermore, it is necessary for you to carry this permit when conducting authorized activities. Sub-permittees may carry a copy in lieu of the original permit. It is also advisable to carry some additional corroborative identification such as a drivers license. Please be sure to notify the Texas Parks and Wildlife Department Law Enforcement Office(s)in the region(s) of your field activities by telephone not less than 24 hours nor more than 72 hours prior to collection if collection techniques or devices being used are ordinarily classified as illegal (i.e. using gill nets or electro-shocking devices to collect fish, hunting/collecting along public roads and rights-of-way). A confirmed response from the local game warden is required prior to collection if the sampling activities being conducted involve methods of capture ordinarily classified as illegal. To determine appropriate regional office location and/or telephone number, please see http://www.tt)wd.state.tx.us/warden/connect/offices. If the regional office(s) or telephone number(s) is unknown, the number(s) may be obtained at any time by calling a Parks and Wildlife Communication Center: Austin- (512)389-4848;Houston- (281) 842- 8100. In addition, please be advised that collecting in a wildlife management area is not authorized without prior written permission from the area manager. Please note that you will be required to obtain/hold a U.S. Fish & Wildlife Service federal permit for collection and/or handling of federally protected wildlife, including banding, possession, and/or salvage of migratory birds. Should you have any questions or require further assistance, please contact me via email, as it is the best way of communicating with me. Sincerely, e4 "b a'�'�'a Christopher Maldonado Wildlife Permits Specialist EDUCATIONAL DISPLAY PERMIT NUMBER EDU-0117-008 IS HEREBY ISSUED TO: Gene Peacock Corpus Christi Museum of Science and History UNDER THE AUTHORITY OF CHAPTER 43, SUBCHAPTER C OF THE TEXAS PARKS AND WILDLIFE CODE The activities permitted by this document are to be carried out in accordance with the Texas Parks and Wildlife Code, the Rules and Regulations of the Texas Parks and Wildlife Commission, and all of the following provisions: 1. This permit may not be transferred,assigned or conveyed by the holder. 2. The issuance of this permit is not a guarantee that a subsequent permit or renewal of this permit will be granted. 3. Required information and data shall be maintained at the address of the permit holder and shall be available for inspection at the request of personnel of the Texas Parks and Wildlife Department during the active life of the permit. 4. Acceptance of this permit constitutes an acknowledgment and agreement that the holder will comply with all Rules, Regulations, Orders and Proclamations of the Texas Parks and Wildlife Commission issued in accordance with the law and the conditions precedent to the granting of this permit. Failure to comply with any and all provisions of this permit may result in enforcement action, including criminal penalties authorized by the Parks and Wildlife Code, and the revocation of this permit. 5. This permit does not relieve the holder of the responsibility to obey all other local, county, state and federal laws while carrying out the authorized activities. -Issued by: JY,x4 �flefiife January 10,2017 b �a Effective date Chris Maldonado Wildlife Permits Specialist 6. This permit will expire at midnight,January 10,2020. 7. The following individuals may conduct the activities authorized by this permit under the guidance of the permittee: SUBPERMITTEES: Adrien Hihny,Dillon Reyes,John Ellis,Jonathan Garza,Madeleine Fontenot, Sarah Coles, Savannah Olkowski, Sophia Cathcart UNPERMITTED ASSISTANTS: A permittee engaging unpermitted assistants shall maintain on file at their office and possess on their person in the field a signed and dated list of all unpermitted persons assisting in permitted activities. (Individuals under the direct on-site supervision of permit holder). Page 1 of 4 Peacock,Gene Expires 01/10/2020 Educational Display Permit No.EDU-0117-008 8. The following wildlife species in the specified quantities are authorized by this permit to be: a. This permit authorizes the possession of species native to Texas by donation/transfer from authorized permit holders or other legal sources and held for educational purposes. In accordance with TPWD facility standards set forth in §69.305 or Wildlife in Education — A Guide for the Care and Use of Program Animals by NWRA. Common Name Scientific Name Quantity ---------------------------------------------------------------------------------------------------------------------------- Texas tortoise Gopherus berlandieri NTE 1 ---------------------------------------------------------------------------------------------------------------------------- *In accordance with specifications listed on a valid federal permit, if applicable. 9. The following means for taking or capture are authorized by this permit: a. Donations - Authorized permit holders for donations include wildlife rehabilitators, zoological, scientific research, and educational display permit holders. In addition, TPWD Game Wardens or licensed hunters would be considered legal sources. The Receipt for Donation form or a Wildlife Resource Document should be used to support a legal source. 10. The following locations for taking or capture are authorized by this permit: a. NO LIVE TAKE DIRECTLY FROM THE WILD AUTHORIZED 11. Permittee is authorized to lend mounted or salvaged protected wildlife specimens held by authority of this permit, for use in educational programs. All specimens shall be individually tagged or otherwise marked in such a manner as to allow identification of the permittee as the source of the specimen. Specimens must be accompanied by required specimen donation form provided by the Department. A copy of the completed form must be submitted with the annual report. 12. All specimens taken or salvaged shall be deposited with an appropriate collection or otherwise disposed of in accordance with paragraph 13d of this permit. 13. PERMIT HOLDER IS REQUIRED TO: a. File a completed report form annually (provided on issuance of this permit), and any reports or publications based on data collected under authority of this permit,with the Texas Parks and Wildlife Department, Wildlife Diversity Permits Section,4200 Smith School Rd.,Austin, TX, 78744,no later than fourteen days following the anniversary date of the permit (or the expiration date if the permit is due for renewal). YOUR PERMIT WILL NOT BE VALID UNLESS YOUR REPORT HAS BEEN RECEIVED. b. Carry a copy of this permit at all times when exercising the provisions of this permit, which shall be subject to inspection by any authorized enforcement officer of the Department upon request. c. Notify the Texas Parks and Wildlife Department Law Enforcement Office(s) in the region(s) of your field activities by telephone not less than 24 hours nor more than 72 hours prior to collection if collection techniques or devices being used are ordinarily classified as illegal (e.g. using gill nets or electro-shocking devices to collect fish, hunting/collecting along public roads and rights- of-way). A confirmed response from the local game warden is required prior to collection if the sampling activities being conducted involve methods of capture ordinarily classified as illegal. To determine appropriate regional office location and/or telephone number, please see http://www.towd.state.tx.us/warden/connectloffices. If the regional office(s) or telephone number(s) is unknown, the number(s) may be obtained at any time by calling a Parks and Wildlife Communication Center: Austin- (512) 389-4848;Houston-(281)842-8100. d. Dispose of protected wildlife taken under the authority of this permit in only one of the following ways: Page 2 of 4 Peacock,Gene Expires 01/10/2020 Educational Display Permit No.EDU-0117-008 (1). Kill and utilize by examination, experimentation, necropsy or dispose of as waste in accordance with state law and city or county regulations (burning is suggested if not in conflict with city,county or state regulations). (2). Hold permanently for scientific or educational purposes, or donate to another educational display, scientific, or zoological permit holder authorized to receive such specimens, with required specimen donation form provided by the Department.A copy of the completed form must be submitted with the annual report. (3). Donate edible portions of game species to charitable organizations, public hospitals, orphanages or indigent persons. Arrangements for donations are the responsibility of the permit holder. 14. PERMIT HOLDER IS PROHIBITED FROM: a. Selling or bartering specimens collected under the authority of this permit. Specimens may be donated to other permit holders by completing the receipt form enclosed with the permit. b. Collecting on private premises without prior written consent of the owner or operator of the premises. c. Collecting in a state park without a separate permit from the Texas Parks and Wildlife Department Natural Resource Program: email: david.riskmd 1pwd.texas.gov. d. Collecting in a wildlife management area without prior written permission from the area manager. e. Taking species listed by the department as threatened or endangered without express authority in paragraph 8 of this permit. 15. ADDITIONAL PROVISIONS: a. No hunting or fishing license is required for permit holders or individuals listed in paragraph 7 while conducting the activities expressly authorized by this permit.Each listed individual should carry a copy of this permit during collection activities, and a letter of permission from the permittee if working independently. b. This permit is subject to any applicable federal permit requirements.Where a federal permit is required,the permit holder is cautioned to carry a copy of the federal as well as the state permit during collecting activity. For information on the federal permit contact: U.S. Fish and Wildlife Service, PO Box 709,Albuquerque,NM 87103-0709. 16. PERMIT HOLDER'S ADDRESS FOR RECORDKEEPING PURPOSES: Gene Peacock Corpus Christi Museum of Science and History 1900 N.Chaparral Corpus Christi,TX 78401 §69.305. Facility Standards. (a)All live birds or animals possessed under an educational display permit,or under a zoological collection permit in a facility that is not accredited by the American Zoo and Aquarium Association shall be kept in enclosures meeting or exceeding the standards set forth in this section. Page 3 of 4 Peacock,Gene Expires 01/10/2020 Educational Display Permit No.EDU-0117-008 (b)The minimum cage sizes for mammals and reptiles shall be as follows.An enclosure for mammals shall add 30%of the minimum cage requirement for each additional mammal contained in the enclosure.For each: (1)pronghorn antelope--2,500 square feet x 8 feet in height; (2)deer--1,800 square feet x 8 feet in height; (3)desert bighorn sheep--500 square feet x 8 feet in height; (4)black bear-400 square feet x 12 feet in height; (5)jaguar--200 square feet x 8 feet in height; (6)fox--180 square feet x 5 feet in height; (7)wolf--150 square feet x 8 feet in height; (8)javelma--120 square feet x 5 feet in height; (9)other felines--100 square feet x 8 feet in height; (10)fur-bearing animals as defined by Parks and Wildlife Code, Chapter 71 (except fox)--72 square feet x 5 feet in height;and (11) all other mammals--24 square feet. (c)The minimum cage sizes for alligators shall be as follows.For each alligator: (1)the length and width of the cage shall be at least as long as the length of the largest alligator in the cage;and (2)for each additional alligator, an additional three square feet of enclosure space per foot of body length;and (3)there shall be access to pooled water sufficient to provide full immersion and dry land sufficient to permit complete exit from the water. (d)The minimum cage sizes for birds shall be as follows: (1)raptors(excluding eagles, screech owls, and kestrels)--10 feet x 10 feet x 12 feet; (2)eagles--20 feet x 40 feet x 12 feet; and (3)all other birds,including screech owls and kestrels--6 feet x 6 feet x 12 feet. (e)Enclosures must be constructed in such a manner that prevents escape. Enclosures housing birds must be lined with nylon or plastic netting. (f)A facility shall ensure that: (1)each enclosure is supplied with clean water at all times,except as medical circumstance dictates otherwise; (2)authorized personnel observe and provide care for birds and animals daily,except as specifically authorized by permit; and (3)all medical treatment of animals is performed in consultation with a licensed veterinarian. (g)The department at its discretion may inspect any facility at reasonable times to assess compliance with the provisions of this subchapter. Page 4 of 4 CE Page 1 of 1 SPECIAL PURPOSE POSSESSION DEAD MIGRATORY BIRDS FOR EDUCATIONAL USE Permit Number: MB11266A-1 of Effective: 06/22/2017 Expires: 03/31/2019 Issuing Office: Department of the Interior U.S. FISH AND WILDLIFE SERVICE Migratory Bird Permit Office P.O. Box 709 Albuquerque, NM 87103 Tel:505-248-7882 Fax:505-248-7885 Email: permitsR2MB@fws.gov ADMINISTRATOR, MIGRATORY BIRD PERMIT OFFICE-REGION 2 Permittee: CORPUS CHRISTI MUSEUM 1900 N. CHAPARRAL CORPUS CHRISTI, TX 78401 U.S.A. Name and Title of Principal Officer: GENE PEACOCK- EXECUTIVE DIRECTOR OF CCMSH Authority:Statutes and Regulations: 16 USC 703-712; 50 CFR Part 13,50 CFR 21.27. Location where authorized activity may be conducted: 1900 N. CHAPARRAL NUECES COUNTY; CORPUS CHRISTI TX Reporting requirements: ANNUAL REPORT DUE: 01/31 For Special Purpose Possession Annual Report see: http://www.fws.govlforms/3-202-5.pdf Conditions and Authorizations: A. General conditions set out subpart D of 50 CFR 13,and specific conditions contained in Federal regulations cited above are hereby made a part of this permit. All activities authorized herein must be carried out in accord with and for the purposes described in the application submitted continued validity or renewal of this permit is subject to complete and timely compliance with all applicable conditions,including the filing of all required information and reports. B. The validity of this permit is also conditioned upon strict observance of all applicable foreign,state,local,tribal,or other federal law. C. Valid for use by permittee named above. D. You are authorized to possess for conservation education purposes lawfully acquired dead migratory bird specimen(s), including parts,nests,and nonviable eggs. This authorization to possess migratory birds does not apply to bald eagles or golden eagles. E. Any person who is (1) employed by or under contract to you for the activities specified in this permit,or (2) otherwise designated a subpermittee by you in writing, may exercise the authority of this permit. F. You and any subpermittees must comply with the attached Standard Conditions for Special Purpose Possession Dead Migratory Bird Educational Use Permits. These standard conditions area continuation of your permit conditions and must remain with your permit. G. If applicable,prior to any permit activity,a current State permit must accompany the Federal permit. Please submit within 30 days,a copy of the State permit to permitsr2mb@fws.gov. FISH&W I nr.mc SERVICE a _ Standard Conditions Special Purpose Possession Dead Migratory Bird Educational Use Permits 50 CFR 21.27 All of the provisions and conditions of the governing regulations at 50 CFR part 13 and 50 CFR part 21.27 are conditions of your permit. Failure to comply with the conditions of your permit could be cause for suspension of the permit. The standard conditions below are a continuation of your permit conditions and must remain with your permit.If you have any questions regarding these conditions,refer to the regulations or,if necessary,contact your migratory bird permit issuing office. For copies of the regulations and forms,or to obtain contact information for your issuing office,visit:http://www.fws.gov/milzratolybirds/mbpermits.html. 1. The intent of this permit is wildlife conservation education. Your educational programs must include information about migratory bird ecology,biology,and/or conservation. 2. You must present a minimum of 12 programs that are open to the public each year. 3. You may not display any migratory bird specimen(s)in any manner that implies personal use. You may not use any migratory bird specimens to promote or endorse any product,merchandise,goods,services,business or organization except your own educational activities. 4. Whenever you exhibit any specimens,you must include either a written or verbal statement that your possession and exhibition of the migratory bird specimen(s)is by permission of the U.S.Fish and Wildlife Service. 5. You must obtain prior written approval from the migratory bird permit issuing office before you acquire, transfer,or dispose of any migratory bird specimen(s). 6. Any migratory bird carcass you send to a taxidermist must be returned to you. 7. A subpermittee is an individual to whom you have provided written authorization to conduct some or all of the permitted activities in your absence. Subpermittees must be at least 18 years of age. As the permittee,you are legally responsible for ensuring that your subpermittees are adequately trained and adhere to the terms of your permit. You are responsible for maintaining current records of who you have designated as a subpermittee, including copies of designation letters you have provided. Other individuals,including those under the age of 18,may conduct the permitted activities only if you or a designated subpermittee are present. 8. You and any subpermittees must carry a legible copy of this permit and display it upon request when exercising its authority. Subpermittees must also carry your written subpermittee designation letter. 9. Any migratory bird specimen(s)held under this permit remain in the stewardship of the U.S.Fish and Wildlife Service and may be relocated at any time for just cause. 10. You must maintain records as required in 50 CFR 13.46 and 50 CFR 21.27.All records relating to the permitted activities must be kept at the location indicated in writing by you to the migratory bird permit issuing office. 11. Acceptance of this permit authorizes the U.S.Fish and Wildlife Service to inspect any wildlife held,and to audit or copy any permits,books,or records required to be kept by the permit and governing regulations. 12 You may not conduct the activities authorized by this permit if doing so would violate the laws of the applicable State, county,municipal or tribal government or any other applicable law. (SPPSD- 12/3/2011) EXHIBIT E Collection Management Policy Corpus Christi Museum of Science and History 1900 North Chaparral Corpus Christi, TX 78401 Collection Management Policy PURPOSE OF THE MUSEUM The mission of the Corpus Christi Museum of Science and History is to present the story of the cultural crossroads of the New World. With a unique confluence of natural history, science, people and environments,the South Texas area has served as a stage for the ongoing discovery of the Americas. Through innovative programs in history, culture, and science, the museum is committed to enlarging a shared understanding of our history and heritage as well as the impact and importance of science to our lives. By telling this story, the Museum will inspire a thirst for knowledge, context, and understanding. Strategic Objectives To guide this mission the Advisory Committee adopted a series of Strategic Objectives: A. Corpus Christi Museum of Science and History will build programs around three basic themes: Humans, the Environment, and Science. 1. How have human migration, cultural encounters, and interactions shaped the unique human character of South Texas and, in turn, how has South Texas influenced the world? 2. How have environmental features and resources been linked to the human migrations, settlements, and physical exploitation of South Texas resources? 3. What does science tell us about the unique natural world of South Texas and how can we best conserve our unique resources? B. The Museum will collect and preserve unique specimens, artifacts, and ephemera which illuminate our three basic themes and support innovative programming. C. To create new knowledge, Museum collections and resources will be shared with the public and researchers. (Adopted by the Museum Advisory Committee - September 2005) 1 PURPOSE OF THE COLLECTION The Museum collects and preserves unique specimens, artifacts, and ephemera which illuminate our three basic themes and support innovative programming. To create new knowledge,Museum collections and resources will be shared with the public and researchers. Responsibility for the Collection The City Council established the museum: an administrative department responsible for the operation of the Corpus Christi Museum of Science and History as a scientific institution for information, education and recreation; and support services for the museum advisory board. (Code of Ordinances, CitX of Corpus Christi,Texas,Article III, Section 2-51) The City Council authorized the Advisory Committee to adopt comprehensive policies for acquiring,holding, and disposing of,by any legal means,real estate and personal property(collections)to further the purpose of the Museum. The Museum Advisory Committee consists of twelve(12)members appointed by the mayor with the advice and consent of the city council. The guidelines for selection of members and the terms of service are included in Code of Ordinances, Ci1y of Corpus Christi,Texas, Article IV,Division 5, Section 2-90. State laws pertaining to the operation of museums vest in the governing authority the power to acquire and conserve real estate and personal property under the following provisions: Article 4412a, Article 7150, Section 4 of Article 7150, Section 14 of Article 7150, Section 22A of Article 7150. (See attached "Laws of Texas Pertaining to Museums") The Advisory Committee recognizes the unique situation of its members and recognizes museum ethical standards in addition to those of the City. The responsibility for implementing collection management policies and developing appropriate procedures rests with the Director,who has delegated the following duties and responsibilities: The Collection Manager is responsible for supervising all aspects of collection care and collection inventories. He/She is responsible for managing acquisitions, accessions, and standardization of the collection catalogue. It is the Collection Manager's responsibility to maintain cleanliness in all collection areas and to monitor environmental conditions. It is also his/her responsibility to work with adjunct and honorary curators and ad hoc collection committees to establish object conservation priorities and to pursue grant funding that will benefit the collection. Honorary curators,adjunct curators, and collection committee members are appointed by the director to assist him/her in the development of collection plans,policies, and procedures. They may also be asked to give advice on acquisitions,deaccessions, and conservation practices. Honorary curators, adjunct curators, and collection committee members are privileged to perform collection based research and conduct educational classes utilizing the collection. It is expected that,through their activities,the collections might become more publicly accessible. The Registrar is responsible for accessioning new acquisitions,processing deaccessions, and performing ongoing inventories of the collection. The Registrar is also responsible for maintaining all written records for the collection,including loan documentation. The Registrar will report to the Collection Manager any collection management practices deemed substandard,ill-advised,or improper. The Librarian is responsible for supervising all aspects of collection care for the library, archival, 2 and photographic collections. He/She is also responsible for managing the acquisition and accession processes and managing the standardization of the library collection catalogue. The Librarian is responsible for supervising the ongoing collection inventory and making conservation recommendations. ACQUISITIONS Scope of the Museum Collection The early years from its founding as a Junior Museum in 1957 to its transforming to a collecting institution were fairly open ended. In 1961,the Board voted to change the name from the Junior Museum to the Corpus Christi Museum. When it became clear that a broader base of support was needed,the City agreed to help fund the Museum. The growth of the collection accelerated thereafter under a mission that was very broad in scope. • The primary purpose of this Museum is to contribute to the understanding of man's place in the world of nature and to impart this knowledge to the public." However,after a new director was hired in 1985 the Advisory Board was asked to provide some guidance for management of collection acquisition and development of exhibits and programs. By this time the scope of the collection was broad and the collection largely uncataloged. Some policy guidance was needed. • "The Corpus Christi Museum is an educational institution that collects and preserves objects and artifacts representing natural and cultural history and uses these collections to contribute to the enjoyment and understanding of man's place in the world of nature and to impart this knowledge to the public. The museum does research based on its collection,offers education and arts programming and provides a facility for a center of learning." (Adopted: 8/1/1985) This new mission provided a description of the broad range of collecting,programming, and exhibitry that had developed over the formative years. It also gave definitive direction to staff that the Museum was to continue to develop as a collection centric institution. The Museum's first collection management policy was adopted in 1987. This drove the expansion of staff,development of exhibits and programs, and the expenditure of resources. However,the director returned to the Advisory Board requesting that they give consideration to narrowing the scope and providing staff with a more focused direction. • "The Corpus Christi Museum of Science and History collects and preserves natural and cultural history objects with emphasis on South Texas and its place in the world. It presents educational exhibits and program to encourage learning related to its collections." (Adopted November 12, 1990) By narrowing the scope to south Texas,the growth of the collection could be more focused and a deaccession program initiated. The backlog of cataloging for natural history specimens was gradually erased while the backlog of history collection cataloging remains about 50%. The use of the collection for educational purposes remained limited and the public acceptance of and interest in the display of systemic collections diminished, as reflected in 15 years of decreasing attendance. This prompted a revision of the mission in 2005 to one that removed collecting as an explicit mandate of the mission. Under the present mission the Museum collects to illuminate three basic exhibit themes and to support innovative programming. Museum collections and resources will be shared with the public and researchers to create new knowledge. Responsibility for Acquisitions This change has driven a reprioritizing of staff resources. In 2005 there were five individuals 3 whose primary functions were collections based while two people were focused on programming. That changed in 2006 with only two staff positions with collection based primary functions and five staff positions which are focused on programming. Clearly we are no longer interested in building a collection. Rather we are focusing our collection on current needs. Aspiring to become the best possible museum requires a practice of acquiring the best available objects that are needed to"illuminate our three basic exhibit themes and support innovative programming." Considerations for Accessioning Decisions 1. Care—Are there resources for providing proper storage,management, and care of the acquisition without compromising the rest of the collection? 2. Condition—Is the acquisition in good condition? Will it take a large amount of resources to stabilize or restore it? Is it so badly damaged that it will soon be worthless? 3. Cost of upkeep—Is the cost of keeping the acquisition equal to the benefits of having it in the collection? 4. Duplication—Does the acquisition duplicate something that is already in the collection? 5. Documentation—Is the documentation adequate to establish the significance of the acquisition to the museum? 6. Legal —Will the museum be able to secure clear and legal title to the acquisition? 7. Legalily of acquisition—The museum is responsible for making sure that everything it accessions was legally obtained,exported, and imported. (Otherwise the museum probably will not be able to claim ownership of the acquisition.) 8. Potential use—Is the acquisition likely to be used for research,reference,loan,exhibition, education,or exchange? Is it an object,artifact,or specimen that is a voucher(an example or proof)for research or other scholarship activity? 9. Provenance—Is the provenance established and adequately documented? 10. Public relations—How will the addition of this acquisition affect the museum's image? Will it attract visitors or damage public support? 11. Purchase price—Is the purchase price in line with current market values? 12. Relevance—Is the acquisition relevant to the mission and the scope of collections? 13. Restrictions—Is the acquisition free from restrictions on ownership,intellectual property rights,copyright, and trademark? 14. Safety and segprin —Will the acquisition compromise the safety or security of the staff or visitors? Will the acquisition require expensive safety measures to protect? 15. Scone—Does the acquisition fit the scope of the collection(geographic, subject,temporal, and use)? 16. Special considerations—Are there extenuating circumstances or conditions that affect the decision to acquire or not acquire the acquisition for the collection? COLLECTION DESCRIPTION A. Scientific Specimens The Museum collects scientific specimens representing the environment of South Texas. It also collects relevant comparative specimens from other geographic regions in order to aid in research, identification,exhibits, and education programs. The collection includes type and voucher specimens used as the basis for published scientific research. The Collection Manager is responsible for collection care. Specimens are used in exhibits and educational programs that are compatible with their preservation. Access to the collection may be allowed to interested visitors at the discretion of the Collection Manager. Access to all information relating to the Museum collection(except donor records) 4 must be made publicly available. Unaccessioned specimens may be used in educational programs. These are stored in more accessible areas and are considered expendable. The Collection Committee seeks specimens that are needed for the collection and meet the collection criteria. With the approval of the director,they may be acquired through field expedition, donation,bequest,or purchase. The Collection Manager coordinates specimen preservation and conservation sets standards in the use and care of the natural history objects. Specimens must have been collected and/or imported with full knowledge and permission of the country or state of origin, and in compliance with U.S. and Texas laws. (Reference IUCN Red Data Books, U.S.Fish and Wildlife Service Regulations,Texas Parks and Wildlife Code.) The Collection Manager acquires and maintains the necessary municipal, state, and federal permits to allow the Museum to hold these collections legally. The permits should all be issued in the name of the Museum Director. B. Cultural Artifacts The Museum collects artifacts representing the history and culture of the people of South Texas. The Collection Manager is responsible for collection care. Artifacts are used in exhibits and educational programs that are compatible with their preservation. Access to the collection may be allowed to interested visitors at the discretion of the Collection Manager. Access to all information relating to the Museum collection (except donor records)must be made publicly available. Non accessioned artifacts may be used in educational programs. These are stored in more accessible areas and are considered expendable. The Collection Committee seeks artifacts that are needed for the collection and meet the collection criteria. With the approval of the director,they may be acquired through donation,bequest,or purchase. The Collection Manager coordinates artifact preservation and conservation and sets standards in the use and care of the cultural collections and exhibits. Artifacts must have been collected and/or imported with full knowledge and permission of the country or state of origin, and in compliance with U.S. and Texas laws. Cultural properties from outside the United States offered as a donation must be accompanied by a signed and notarized statement from the donor attesting to clear title. (reference: U.S. Customs Laws,National Stolen Property Act,Pre-Columbian Statute of 1972, and Cultural Property Implementation Act of 1983.) C. Special Collections 1. Live animal specimens, acquired by donation,field expedition,or purchase. The live animal collection is cared for and disposed of at the discretion of the Museum Educator. Clear title must be established before any specimen is accepted and it must comply with all municipal, state and federal laws regarding plants,fish and wildlife. Specimens in this collection are not accessioned, although donations are acknowledged. All live animals have a limited life span and are,therefore,considered expendable. 2. Las Doiias de la Corte gowns represent a tangible aspect of Buccaneer Days, an annual event with community-wide impact. They chronicle the history of this event and are interesting exhibit pieces. Examples may be added to the Museum collection. 3.Fine art objects may be collected to represent the cultural life of the people of South Texas as well as those works that represent the aesthetic vision of contemporary South Texas artists. The Museum will acquire artwork from living artists currently residing in the Corpus Christi area at the discretion of the director. Artworks will be used decoratively at the Museum and may be loaned for extended periods for 5 display at public venues that are not museums. 4. Oral history interviews may be taped with citizens on the subject of Corpus Christi history. Oral history tapes are for educational purposes to be used by Museum staff and its associates. The wishes of the interviewed person will be respected regarding privacy of contents of the tape. No copy for third parties will be made unless permission is obtained in writing from the person interviewed. The person interviewed may request a copy of their own tape. The price of this copy will be the price of the tape. After the death of the person interviewed,the tapes will be considered released as to privacy. If the family of a person who passed on requests a tape and none has been made before,one copy will be made for the price of the tape. Although the tapes are not produced for"public" use,the Museum Auxiliary will make copies for responsible parties. A donation of$25.00 to the educational fund of the Auxiliary is requested for the task. The information contained in each tape is considered property of the Museum. No public use may be made of it. Educational use,in a classroom situation,is allowed. 5. Repository objects not belonging to the Museum may be accepted for long term storage and curation. The Museum is the marine archaeology repository for the State of Texas. The Museum Archaeologist is the curator of this collection although care is the responsibility of the Collection Manager. Adequate funds to provide for the care of the objects for the term of the repository agreement must come with the collection and the director must give his approval. An agreement for state-associated held-in- trust collections must be concluded that identifies the agency, institution, objects/collections/documents, and housing/curation criteria for which stewardship is transferred. This Held-in-Trust agreement is made when stewardship of collection is transferredfrom THC to curatorial facility. Allpaper records for state- associated objects are kept in a secure record storage room. All electronic records are stored on the city servers at City Hall and backed up once a week on an external hard drive. An annual report of all activity with state-associated collections will be submitted to THC. D. Library Collection The library is maintained as a non-circulating reference collection of books,periodicals, and other materials for use by the museum staff. Visitors may be allowed use of the library with permission of the director. The material contained in the library relates to the collection and interests of the Museum. The Librarian is responsible for care of this collection. Staff is encouraged to submit requests for the purchase of material that will enhance knowledge in their area of expertise. Books are acquired by purchase or donation. Materials are purchased only with approval of the director.Materials in this collection are not accessioned, although donations are acknowledged. Library materials are subject to continued use and by their nature might be outdated by new information. These materials are considered expendable and may be disposed of at the discretion of the director. E. Archives Collection The Museum collects archival materials,including photographs that represent the cultural history of the people of South Texas. These materials are generally not stable enough for use in exhibits,but copies may be used in exhibits or for other educational purposes. Interested visitors may be allowed access to this collection at the discretion of the director. These materials are accessioned and are the responsibility of the Museum Librarian. Items may be added to this collection at the discretion of the director. 6 DESTRUCTIVE ANALYSIS Destructive analysis is defined as an activity that alters the appearance or condition of an object. Destructive Analysis of repository objects may only be done with the permission of the Texas Historical Commission,or the agency to which the object belongs. Prior to the analysis, a research proposal must be submitted to the Museum for evaluation that includes research goals and objectives, qualifications of researcher, and specific samples or objects to be sampled. The loans will be made to the institution with which the researcher is associated. If the proposal is for state-associated held-in-trust collections and is rejected, an appeal can be made to THC. Destructive analysisy be warranted if the following conditions prevail: 1)The object to be analyzed is not unique within the Museum collections. 2) Sacrificing the object or a part of the object will benefit science or will improve the Museum's conservation efforts. 3)The proposed analysis is highly likely to produce useful results and the institutions or individuals who perform the analysis are competent. 4)The analysis will be performed in a timely manner. 5)Results of the analysis will be published in a scientific journal in a timely manner. 6)The Museum Director and the owner of the object approve the analysis(if it is part of a repository collection). An object may be considered for destructive anal.. sem£ 1)The analysis will contribute to the development of more effective conservation techniques. 2)The analysis will provide answers to historical,archeological,or scientific questions that can be answered no other way. 3)The artifact is not unique. Once an object has been selected for destructive analysis the following documentation procedures will be used: 1)The object will be thoroughly recorded with respect to its shape, size,mass, special markings, etc.,prior to submission for destructive analysis. The due dates of the loan will be tracked and extended or recalled/returned as appropriate. 2)New records and results of analysis will be appended to the existing accession files. 3)Copies of all resulting articles will be filed in the Museum library. 4) The object will not be deaccessioned. 5)All unused portions will be returned to the curatorial facility. DEACESSIONS AND DISPOSAL I. Introduction For most of its history the collection of the Corpus Christi Museum of Science and History was considered the core of the Museum and the purpose and the reason for its existence. In 2005 a new mission statement was adopted which removed collecting from the mission of the Museum and made it a strategic objective to support the mission. Strategic Objective B. The Museum will collect and preserve unique specimens, artifacts, and ephemera which illuminate our three basic themes and support innovative programming. Strategic Objective C. To create new knowledge,Museum collections and resources will be shared 7 with the public and researchers. There was no intention through this action to diminish the Museum's responsibility to care for the collection,but there certainly was the intention to limit the growth of the collection and to eliminate it as the central focus of exhibits and programs. Deaccessioning is the formal process used to legally and permanently remove an accessioned object from the collection. Disposition is the manner in which the Museum transfers a deaccessioned object to a new owner or destroys it. The removal of any accessioned object from the collection is a sensitive and potentially controversial issue. Because the Museum's collections are held in public trust,the Advisory Committee and staff of the Museum are under particular scrutiny when deaccessioning an object. Deaccessioning can strengthen the collection,improve management of the collection, and save money which can then be applied to acquisitions. A strong policy and sound practices are important in order to preserve the reputation of the Museum and avoid claims on other objects from heirs,estates,or sellers. An attorney's opinion should be sought on any deaccession thought to be controversial. The deaccession process, once begun, should be completely public. Because the collections of the Museum are held in public trust,it is useful to note Article 4412a. of the Laws of Texas Pertaining to Museums. The Attorney General of Texas has specific authority to take legal action to protect and preserve items of property held in "public trust," that is, for the use and benefit of the public. The statute covers any corporation,trust,community chest,fund, foundation,or other entity which is organized for charitable, scientific,philanthropic, "or other civic or public purpose." This broad definition includes museum collections. II. Authority and Responsibility Any member of the Collection Committee may recommend that an object be considered for deaccession. The deaccession process is initiated by submitting a Deaccession and Disposal Record form to the Collection Manager. The Collection Manager is responsible for confirming clear and unrestricted title to objects proposed for deaccession as well as checking for any restrictions,legal issues,or ethical concerns affecting deaccession or disposition. The Collection Committee reviews the proposed deaccession based on the Museum's purpose, scope of the collection, and guidelines covered in this policy and makes a recommendation to the Director who will then approve or deny the proposed deaccession and disposal method. Deaccessions and disposals approved by the Director are brought before the Museum Advisory Committee for final approval. III. Guidelines for Deaccessions Before approving any object for deaccession,clear and unrestricted title to it must be established. See applicable sections of this policy for more information regarding clear and unrestricted title. No object may be deaccessioned in order to provide funds needed for the operation of the Museum. Proceeds from the disposal of an object must be used for collection acquisition. Objects proposed for deaccession will be evaluated based on the Museum's mission, scope of the 8 collection, and guidelines as outlined in this policy. An object may be deaccessioned for the following reasons: 1. To remove an object that that no longer falls within the Museum's mission,purpose,or scope of collections; 2. To remove an object that is sufficiently represented by duplicates in the collection or has been replaced by a superior example; 3. To remove an object that is inferior,determined to be unauthentic,or has critically inadequate or absent provenance documentation; 4. To remove an object which has suffered damage or deterioration beyond the point at which reasonable and affordable measures could be taken to preserve it; 5. To remove an object that is unlikely to be used in exhibits,programs,or research in the foreseeable future; 6. To remove an object that is potentially hazardous to objects in the collection or human health and safety; 7. To transfer to another museum,or educational institution, an object that is deemed to be significantly more useful and relevant to the collection of the other institution than that of the Museum; 8. To carry out a mutually beneficial exchange of objects with other museums or educational or scientific institutions; 9. To formally document the removal of an object that has been lost or stolen; 10. To comply with any legal statutes or court rulings; 11. To accomplish any other purpose deemed by the Museum Advisory Committee to be appropriate within the spirit of this policy,the Museum's mission, and applicable law. Reposited collections are not owned or accessioned by the Museum and,therefore,cannot be deaccessioned by the Museum and are not covered under this deaccession policy. Only the Texas Historical Commission has the authority to deaccession state-owned held-in-trust collections. Other repository collections may only be deaccessioned by the repositing agency. For information regarding deaccession and disposal of repository collections, see the Reposited Collections section in this policy. Natural History pecimens have been brought into the Museum as part of field collecting by curators, honorary curators,research scientists,or citizens. These field collections are evaluated and significant specimens are catalogued. Specimens from these field collections are considered accessioned at the time of cataloguing. Therefore, specimens from field collections that have not been catalogued are not considered accessioned and may be disposed of during evaluation without being deaccessioned. Reference materials for the Museum's library have occasionally been accessioned in the past. Current policy dictates that the Museum does not accession library reference materials. For the purpose of documentation and consistency,reference materials that were accessioned will be properly deaccessioned and disposed of according to this policy and supporting procedures. Reference materials that have not been accessioned are considered general Museum assets and may be disposed of without deaccessioning. Education collections were maintained in the Museum's past. This practice was primarily followed with Natural History specimens. The objects so classified hold little or no monetary, scientific,or historic value. The Museum no longer maintains separate education collections. Objects that were accessioned but marked"education collection"are considered part of the collection and must be properly deaccessioned and disposed of according to this policy and supporting procedures. Objects that were not accessioned and were marked"education collection"are not part of the collection and not subject to deaccession. However, 9 disposal of these objects must be carefully considered because of the similarity to accessioned objects. Objects under this circumstance will be brought before the Collection Committee for careful consideration. The Director will make the final decision regarding disposal. Live animals are a special collection under the care of the Museum Educator. The collection is not accessioned and is exempt from this deaccessions and disposal policy. See the special collections section of this policy for information. IV. Disposal of Deaccessioned Objects Deaccessioned objects are removed from the collection by means of sale,exchange,donation,transfer,or destruction. The sale or disposal of surplus property from Museum collections is exempt from the provisions of City Ordinance Code Sections 17-4 by Ordinance 19350. Disposal of any deaccessioned object will be carried out in accordance with all applicable federal, state, local, and international laws,treaties, and regulations including but not limited to laws protecting Plant and Wildlife,Antiquities, and Historic Properties, and the Import,Export, and Transfer,of Cultural Property. The Collection Manager is responsible for fully documenting disposal of objects covered under laws as outlined in procedures. Applicable ethical standards will be considered in disposal decisions including those established by the American Association of Museums and the Society for American Archeology. In disposing of objects by exchange or donation,the Museum becomes associated with the receiving institution. The practices of the receiving institution will be considered to prevent the Museum from becoming associated with unethical practices. Deaccessioned objects will not be sold,or ownership otherwise transferred,to Museum staff,City of Corpus Christi employees,volunteers,members of Museum support groups,members of the Museum or City's governing authorities,or representatives or family members of these individuals. A. Disposal by Sale Net proceeds received from the sale of deaccessioned objects will be used only to acquire new objects for the collection. If there is any question as to the value of an object,the Museum will get two informed outside appraisals on the object. These should document the object's authenticity and assure that the Museum does not accept less than market value for the object. Disposal of objects from the collection will never be through the Museum shop,or in such a manner that it involves an interested entity helping in the liquidation of Museum assets. The disposal by sale of any deaccessioned object requires the following process: L The Director will propose that deaccessioned objects from the Museum collection be declared surplus and request,in writing, a recommendation of the Museum Advisory Committee. 2. The Museum Advisory Committee must approve the Director's recommendation for disposal by sale. 3. The Director of Finance will be notified by the Museum Director after the Museum Advisory Committee approves the disposal by sale. 10 4. The Director of Finance will make provisions such that proceeds from the sale will be placed in a Collections Fund of the Museum Foundation which is dedicated to acquisitions to the collection. B. Disposal by Exchange or Donation Deaccessioned objects may be disposed of by exchange with,or transfer to, another appropriate museum,educational,or scientific institution. Deaccessioned objects will never be exchanged or donated to private individuals. Deaccessioned objects may only be transferred to private individuals through sale as outlined in this policy. C. Disposal by Transfer Deaccessioned objects may be transferred to the Museum's education department for use in educational programs. Objects subject to this action should have little or no market value,or historic or scientific significance. Any deaccessioned object transferred to the education department will be removed from collection storage,quarantine,or work areas. The object must be stored in an area dedicated to educational supply storage. The object is considered expendable and is no longer covered under this policy. V. Guidelines for Donor Notification One of the crucial components in the deaccession process is the Tax Reform Act of 1984. Under its provisions,if the museum disposes(by sale,exchange,or any other method)of a donation within two years of a donation,the museum is obligated to notify the donor and the IRS by filing form 8284. This provision applies if the donor has claimed a charitable deduction under Section 170 of the IRS code of more than $5,000 for either a single item or an aggregate of items donated to one or more institutions. The Act requires that if the value is more than $5,000,the donor must supply an appraisal summary to the museum. The museum is subject to a$50 fine if the preceding is not adhered to. Once the Museum establishes its clear and unrestricted title to an object,the donor has no legal interest in it. If a deaccession no longer falls under the statute of limitations of the Tax Reform Act of 1984,it is then only a practice of goodwill to notify the donor or heirs of the disposition of a collection or object. It is possible to label the funds or new acquisition purchased with those funds as a gift from the donor. Appropriate action will be considered by the Museum Director on a case-by-case basis. VI. Required Documentation The Collection Manager,with delegation of duties to the Registrar,is responsible for ensuring all proposed deaccessions and disposals are properly documented in accordance with this policy and the supporting procedures. A complete record of each deaccession,including a complete Deaccession and Disposal Record form, and all supporting documentation of will be kept permanently in a secure storage room. 11 LOANS Whether objects are being brought into the Museum(borrowed)or sent out of the Museum (loaned),they are loans and subject to the laws pertaining to bailment. The Collections Committee must approve all conditions and terms associated with loans. The Corpus Christi Museum of Science and History Collections Committee is composed of the Museum Director,the Collections Manager, and Librarian and other individuals as appointed by the Director. The Executive Director of the Texas Historical Commission or his designee is included as a member of the Corpus Christi Museum of Science and History Collections Committee in all matters pertaining to the use of the La Belle Collection. Incoming Loans When an object is brought into the Museum,the lender is the bailor(the giving one) and the Museum is the bailee (the one receiving). A)The general rule is that any object taken into the custody of the Museum should receive care equal to or better than that devoted to objects in the Museum permanent collection. It should be carefully packed and transported,proper security and climate control should be provided and, above all,it should be accompanied by proper documentation. B)Any appropriate owner may be asked to lend an object to the Museum. The Collection Manager with the approval of the Collections Committee initiates all loans. The Collections Manager is responsible for the care and security of the object during the period of the loan and securing insurance coverage prior to the loan. C)The Collections Manager is responsible for documentation of loans(both outgoing and incoming) including the completion,execution, and distribution of all forms. The Collections Manager is responsible for packing,transport, and registration of the object. Details concerning handling,transportation, and care must be approved by the Collections Committee. D)There is a single loan form for both incoming and outgoing loans, and all such actions must adhere to the conditions and terms as stated on this form. The lending institution's loan form may be used with the concurrence of the Collections Committee. E) No loans will be accepted except for special exhibits and research. The loans should serve a public purpose. In carefully considered cases,there may be exceptions but only with the formal agreement of the Museum Advisory Committee. F)Photographs of the object may not be taken without permission of the lender. G)Loaned objects may not be loaned,assigned,mortgaged,claimed,or in any way encumbered by the borrower. H)Objects may be taken into the Museum for a very short term for study,identification,attribution or evaluation. Only the Director or Collection Manager may accept objects for this purpose. Under this policy: 1)Objects may never be appraised by Museum staff members. 2)The Collections Manager supplies a receipt of delivery which outlines the terms of this special type of loan. 12 3)The Museum and its employees are held blameless in the event of loss,damage or deterioration of the item(s). 4)Any item(s)not claimed within 30 calendar days becomes the property of the Museum. 5)In cases where the owner is unknown,public notice must be given before the item is accessioned. Only the Advisory Committee,with the advice of legal counsel,may approve the accession of such unclaimed loans. 6)Proper notice will be given to owners in cases where the owner is known. This will notify them that the Museum will claim the item unless it is removed from the Museum premises. 7)Until the item is retrieved,it will be stored and maintained at the owner's expense. I)No commercial exploitation of the fact that the object has been exhibited by the Museum may be used. This is to offset objects being sold or auctioned at higher prices because of their selection for a Museum exhibition. J)No employee of the Museum or member of the Advisory Committee may lend an item to the Museum without public discussion and approval by the Advisory Committee. This is to avoid any appearance of self-dealing. Outgoing Loans When an object is lent out by the Museum (Outgoing Loan), the Museum is the bailor(the giving one)and the borrower is the bailee(the one receiving). The purpose of loans shall be to reach a wider audience and facilitate research. While on loan,objects must be afforded a level of care and protection as provided by and subject to the written approval of the Collections Committee. Loans for exhibit purposes are made to a qualified institution and that institution shall assume responsibility for the proper administration of the loan and the care and security of the object(s). Loans for research purposes are made to a qualified institution with which the researcher is affiliated and that institution shall assume responsibility for the proper administration of the loan and the care and security of the object(s). A)The collections of the Corpus Christi Museum of Science and History,including Texas Historical Commission collections, are held in public trust and maintained for the benefit of the people of Texas. Loans are made only to qualified institutions consistent with this policy. Loans of La Belle artifacts must be approved by the Collections Committee with a written affirmation by the Executive Director of the Texas Historical Commission or his designee. B)To assure objects for loan receive proper care and security,the requesting institution must present for approval of the Museum Collections Committee,verification of proper environmental, storage,exhibition, and security conditions and procedures for the handling and transit of objects. To this end,the requesting institution will complete a Revised Standard Facility Report as adopted by the Registrar's Committee of the American Association of Museums. On-site inspections by Museum staff may be required prior to agreeing to a loan of objects. The requesting institution should have a trained registrar,curator,or director to check inventory and prepare condition reports on materials borrowed.Following American Association of Museums and Accreditation and Review Council Guidelines,the requesting institution should have environmental controls and a fire marshal-approved fire suppression system.For exhibit loans,the facility should have standard museum security including: 1)Monitored ingress and egress, 13 2)Personnel circulating in the exhibit space with responsibility for security while the facility is open to the public, and 3)An electronic intrusion alarm system monitored by a certified central station or local law enforcement when the museum is closed, 4) Or a 24-hour security guard on duty beginning with the unloading and installation of exhibit materials. A request for any variation in the above conditions must be made in writing by the institution for review by the Collections Committee. The request must include evidence of an acceptable arrangement to safeguard the stability and security of the loaned objects. Exhibition or research conditions shall be a part of the loan contract and evidence of adherence may be required. The use of the object(s)for the stated purpose must be adhered to by the borrowing institution. Packing and transportation methods are stated on the loan contract. The object(s)must be packed and transported in the safest possible way in accordance with the nature and condition of the object(s). C)The Collections Manager is responsible for ensuring that a Condition Report is completed on objects prior to out-going loans and after the loan is returned to the Museum.All objects are catalogued before they are loaned. A Condition Report is required of the borrowing institution upon receipt of the loaned objects and prior to packing for return to the Museum. A copy of the Condition Report must be provided to the Museum. Damage or loss of objects while in transit or during the loan period must be reported verbally to the Collections Manager within 24 hours of the discovery of the loss followed by a written report detailing the extent and circumstances of the loss within two business days. Objects on loan cannot be altered,cleaned,or repaired unless permission to do so in writing is provided by the Collections Committee prior to any action being taken. D)Fine arts insurance for all objects sent out on loan is required. Insurance coverage shall be provided by the borrowing institution,unless the institution provides an acceptable bond. Current and reasonable insurance valuations are the responsibility of the Museum. With regard to the La Belle collection, further approval of the Executive Director of the Texas Historical Commission or his designee is required. Under most circumstances,insurance is"fine arts,all risk,wall-to-wall"coverage and shall remain in effect throughout the duration of the loan. The required amount of insurance depends on the artifacts loaned. A certificate of insurance or acceptable bond is required from the borrowing institution prior to transportation of the loaned object and is kept on file at the Museum with a copy provided to the Texas Historical Commission for La Belle artifacts. 1)The Museum shall be named as an insured parry in the policy and the policy shall provide that notice shall be given to the Museum ten business days prior to cancellation or reduction in the amount of the policy. The Texas Historical Commission shall be named as an insured party in the policy in the case of La Belle artifacts. In the event of cancellation or reduction of the insurance, the loan will then be subject to cancellation. Failure to maintain adequate insurance coverage in no way releases the borrowing institution from liability for loss or damage regardless of whether or not the Museum monitored the borrowing institution's insurance. 2)If a self-insured local, state,or federal governmental agency requests the loan or if the borrowing institution is unable to provide insurance, a request for an exception must be made in writing by the institution for review by the Collections Committee. The request must include evidence of an acceptable plan of self-insurance or other arrangement to satisfy any liability that might result from a loss under the terms of this Agreement. 14 E)An object(s)on loan must be returned promptly when the loan period expires. As appropriate, a reminder letter may be sent by the Museum to the borrowing institution. The Museum reserves the right to cancel or deny the renewal of any loan. The Museum will provide appropriate information and review and approve all text and labels relating to the exhibit of the loan in order to ensure accuracy and consistency in interpretation. Any changes must be approved in writing by the Collections Committee. The object(s)on loan must be available for research purposes at all times. F)The borrowing institution has two working days to challenge the description of the items loaned. These challenges are subject to negotiation. After two working days,however,the borrowing institution must comply with the physical description. G)Except for condition reports, all photography,reproduction,or replication of a borrowed object(s) requires prior written approval by the Collections Committee. Lighting conditions,environmental and/or applied chemical alterations, and other conditions of reproduction and replication must be approved in writing by the Collections Committee. Photographs,reproductions, and replicas may only be used for research,exhibition, and educational purposes. Commercial use of loaned objects is prohibited. H)With regard to the La Belle collection,the Texas Historical Commission and State of Texas must be credited in a suitable manner in all publications and exhibitions associated with the loaned object(s), including photographs and reproductions, and must receive two (2)copies of any news and other publication associated with the loaned objects. Other collections may require specifically worded credit lines. Otherwise the credit line should read,"From the Collections of the Corpus Christi Museum of Science and History,Corpus Christi,Texas." I) There is a single loan form for both incoming and outgoing loans and all such actions must adhere to the conditions and terms as stated on this form. Loan Contract Conditions 1)The Borrower agrees to abide by the guidelines for loans set forth below. This Agreement must be signed before any objects will be transferred to the Borrower. These conditions may be changed only in writing and with the approval of the Collections Committee of the Corpus Christi Museum of Science and History. Applications for change must be made through the Collections Manager of the Museum. 2)The Museum reserves the right to recall the loan by written notification at any time if these conditions are not met, and is not liable for any consequential damages resulting from such action. The Borrower has ten working days to comply. 3) Loans are made only to qualified institutions,not to individuals. Loans are made to the institution with which the individual is affiliated and that institution assumes responsibility for the proper administration of the loan and the care and security of the object(s). 4)Objects on loan may not be altered or modified in any way,except as stated in the purpose of the loan (e.g.,destructive analysis) and as approved in writing by the Collections Committee. For a destructive analysis loan,if portions of the original object are not destroyed during the analysis,they must be returned. 5)The Borrower will exercise due care in the custody,handling,transport,unpacking, and repackaging of the loan. 15 6)Upon unpacking,the Borrower will immediately acknowledge receipt of the loan by signing and returning a copy of the inventory and receipt that will accompany the shipment. A copy is to be retained by the Borrower. 7)For return,the loaned object(s)must be packed in the same or better manner as received and with the same cases,pads, and packing materials,unless damage has occurred,in which case replacement or substitution can be obtained with permission of the Museum. Handling and shipping of the loan will be at the Borrower's expense. 8)The Borrower agrees to provide insurance,or provide a bond, acceptable to the Museum. Insurance is fine arts, all risk, and"wall-to-wall". A Certificate of Insurance or acceptable bond must be received by the Museum before the loan is placed in transit. The Museum(or,in the case of La Belle artifacts,the Texas Historical Commission)shall be named as an insured party and the insurer must be required to notify the Museum prior to cancellation or reduction of the amount of the policy. 9) The Borrower must maintain constant and adequate protection of the loaned object(s)to minimize the risk of theft or damage from handling. The Borrower also must maintain constant and adequate protection of the loaned object(s)from the hazards of fire and flood,exposure to harmful light levels,extremes of temperature and relative humidity,pest attack, and harmful atmospheric conditions. 10)Any changes in the condition of the loaned object(s),loss,theft,or damage to the loan in transit, during storage,or exhibit must be reported within 24 hours of discovery to the Collections Manager(361- 8264659). A written condition report, and photographs,if requested,must be sent to the Museum within 72 hours of the discovery of the loss,theft,or damage. 11)In the event of damage to the loaned object(s)during shipping or while in the custody of the Borrower, the Borrower is responsible for all conservation costs necessary to return the loaned object(s)to their undamaged condition,if possible. The Museum may,in its sole discretion,determine that an object is damaged beyond repair and may select an alternative remedy. 12)The lender is secured and held blameless from all losses,claims, actions,liabilities, damages,costs, and expenses(including attorney's fees and costs)arising from,or in connection with, a loan agreement. 13)The loaned object(s)must not be photographed, filmed,televised,or otherwise reproduced individually without the express,written prior consent of the Collections Committee of the Corpus Christi Museum of Science and History,with the exception that general views of an exhibition may be taken for publicity or documentation purposes. 14)The object(s)must be available and accessible to the Museum at all times for research purposes. 15)The Borrower shall ensure that all loaned object(s)on exhibition and/or in publication are identified as the property of the Corpus Christi Museum of Science and History or other credit line as stipulated in the loan agreement. 16)The Museum will review and approve all text and labels relating to the exhibit of the loan in order to ensure accuracy and consistency in interpretation. Any changes to the text must be approved in writing prior to exhibition. 16 17)The Borrower must provide two copies to the Museum of any news and other publications resulting from the exhibit or loan research on the objects. 18)Third party loans are prohibited. Any third party wishing to borrow objects on loan must contact the Museum in order that a separate loan contract may be developed and subsequently approved by the Collections Committee. Loaned objects may not be assigned,mortgaged,claimed,or in any way encumbered by the Borrower. 19)Transportation of loaned object(s)from one institution to another is prohibited. The borrower must return the loaned objects to the Museum prior to being loaned to another institution. 20)This loan agreement is in effect from midnight on the specified beginning date to midnight on the specified due date. The maximum loan period is one year,but may be reviewed and renewed annually. 21)The object(s)loaned to the Corpus Christi Museum of Science and History must be promptly reclaimed. Under State Law a lender is considered to have donated loaned property to a museum if the lender fails to file an action to recover the property on loan to the museum within two years. 22)No commercial exploitation of the fact that the object has been exhibited by the Museum may be used. This is to offset objects being sold or auctioned at higher prices because of their selection for a Museum exhibition. 23)In the event of any conflict concerning this contract,this contract will be construed in accordance with the laws of the State of Texas. Venue for any action resulting from this contract shall be in Nueces County,Texas. 17 MUSEUM ETHICS POLICY "Corpus Christi,The City of choice where we make it happen." This vision statement was developed by the executive team for the City of Corpus Christi and City department heads. The mission statement, developed by the same group,is to"provide exceptional service to enhance the quality of life." The Museum is a department of the City of Corpus Christi. This vision and mission is reflected in the daily commitment of those involved with providing services to the community through fulfilling the Museum's departmental mission. Governance City of Corpus Christi: The chief executive officer of the City under the voter approved City Charter and the City Council adopted Ordinance Code is the City Manager. The City Ordinance Code is the guiding policy for the Museum and all other City departments. As a practical matter,ordinances are developed for City Council consideration by City administrators with specialized expertise resident in various City Departments(e.g.Finance,Budget,Emergency Management,Human Resources,Legal,Risk Management,etc.). Administrative policies,procedures, and ethical principles to which City employees are subject similarly call upon the expertise from people in various departments and are submitted to the City Manager for his approval. The administrator of the Museum Department,the Director,is appointed by the City Manager. Policies that are specific and unique to the Museum are developed by the Museum Director as prescribed by the City Ordinance Code. Museum Department: There are specialized laws,policies,procedures, and ethical principles that apply to the Museum and not to other City departments. It is the Museum Director's responsibility to administer the Museum under the highest standard of conduct whether that is in the realm of the City ordinances, City administrative policies, City established procedures,or the more specific policies and procedures of the Museum. The Museum Director must develop those policies,procedures, and ethical guidelines that pertain exclusively to the Museum. Documents defining these policies,procedures, and ethical guidelines are typically reviewed administratively by the City Manager and/or a designated Assistant City Manager. Museum Advisory Board (Committee): The governing body of the City,the City Council,established a methodology by ordinance that delegates review of policy issues that are exclusive to the Museum to a 12 member Museum Advisory Committee"appointed by the mayor with the advice and consent of the city council." The City Manager is an ex officio member of the Museum Advisory Committee. Members are trained by the Museum Director and gain institutional experience by serving staggered three year terms, with a two term limit. This provides the City with a group of interested citizens with training and expertise to review the policies and procedures that are unique within the City to the Museum. Their advisory recommendations are given great weight by the Museum Director,City Manager, and the City Council. The advisory board shall serve as an advisor to the museum department and to the city council in matters of support and development of the museum. The board may adopt comprehensive policies relating to the: (1) Management of collections; (2)Acquisitions for the collection; (3)Disposition and deacquisition of object in and for the collection; (4) Use of museum facilities. When adopted by the advisory board and approved by the city manager, the director of the museum shall implement such policies. The Friends of the Museum, although not a City entity,provides significant funding to support the mission of the Museum. Because of this role,review and revision of the Museum's mission is done jointly by the 18 Museum Advisory Committee and the Friends Board of Directors. Subsequently,the Museum Advisory Committee adopts the mission statement which is then subject to review and approval by the City Manager. The Museum Director is responsible for training Advisory Committee members,Board members of both the Friends of the Museum and the Museum Auxiliary, staff, and volunteers in the policies,procedures, and ethical guidelines under which the museum operates. It is also his responsibility to make certain that all those who work for and on behalf of the Museum understand and support its mission and public trust responsibilities as both a department of the City and as a museum. Under the City and Museum ethics policies,Museum staff,volunteers,members of the City Council,the City Manager, and members of the Museum Advisory Committee: • understand and fulfill their trusteeship roles and act corporately,not as individuals; • act legally,ethically and with cultural sensitivity; • conduct themselves in such a way as to avoid conflicts between personal interests and affiliations and the operations,interests, and reputation of the City and Museum. • protect,maintain, and develop the Museum collections and programs and its physical,human, and financial resources in support of the mission of the City and the Museum; • are responsive to and represent the interests of the Corpus Christi community; • maintain relationships in which shared roles are recognized and separate responsibilities respected; • maintain working relationships that are based on equity and mutual respect; • ensure that professional standards and practices inform and guide museum operations; • ensure that policies are articulated and prudent oversight is practiced; • promote the public good rather than individual financial gain. Collection The Museum collection is owned by the City of Corpus Christi. The Museum also manages state-owned collections as the designated marine archeology repository for the State of Texas and as a repository for state-owned terrestrial archeology collections. Care of the collection is the responsibility of the Museum Director working in conjunction with the collection committee. The collection committee is chaired by the Collection Manager and includes the Registrar,Museum Archeologist, and Museum Librarian. On issues involving the state held-in-trust archeology collections,the Executive Director of the Texas Historical Commission or his designee is also a member of the collection committee. In 2005 a new mission statement was adopted which removed collecting from the mission of the Museum and made it a strategic objective to support the mission. Strategic Objective B. The Museum will collect and preserve unique specimens,artifacts, and ephemera which illuminate our three basic themes and support innovative programming. Strategic Objective C. To create new knowledge,Museum collections and resources will be shared with the public and researchers. There was no intention through this action to diminish the Museum's responsibility to care for the collection,but there certainly was the intention to limit the growth of the collection and to eliminate it as the central focus of exhibits and programs. In part to fulfill this intent,collection staff job descriptions were revised eliminating"curator"as a functional job title to deemphasize the connotations associated with the curator title. The provisions of the Collection Management Policy continue to provide important guidance on collection issues and management of the collection is now the responsibility of the Collection Manager. 19 The Museum Director develops,the Advisory Committee adopts, and the City Manager approves the Collection Management Policy which includes guidelines for proper ethical behavior. The Museum Director and the collection committee are stewards of collections owned or otherwise in the custody of the Museum. They are responsible for ensuring that the collection: • supports the Museum mission; • objects receive the highest standards of care; • is properly managed,documented, and accounted for; • objects and associated information are publicly accessible within appropriate limitations; • acquisition,disposal and loan activities conform to the Museum's mission and public trust responsibilities; • disposal through sale,trade,or research activities is solely for the advancement of the Museum's mission; • sale proceeds from nonliving collections are to be used consistent with the established standards of the Museum's disciplines,but in no event shall they be used for anything other than acquisition of collections; • related activities are used to promote the public good rather than individual financial gain. It is the responsibility of the Collection Committee to recognize the unique and special nature of human remains,funerary, sacred, and cultural patrimony objects from all cultures as the basis for all decisions concerning current or potential collections. Programs The change in mission in 2005 eliminated the collection as the central focus of exhibits and programs. The new mission is as follows: The mission of the Corpus Christi Museum of Science and History is to present the story of the cultural crossroads of the New World. With a unique confluence of natural history, science, people and environments,the South Texas area has served as a stage for the ongoing discovery of the Americas. Through innovative programs in history,culture, and science,the museum is committed to enlarging a shared understanding of our history and heritage as well as the impact and importance of science to our lives. By telling this story,the Museum will inspire a thirst for knowledge,context, and understanding. Under this mission,the central focus of Museum programs and exhibits tell stories that need to be told regardless of whether those stories are supported by collections. All members of the Museum staff as well as Museum volunteers are a party to fulfilling this mission. The designated person to lead this coordinated effort is the Museum Educator working with a Program Committee that includes the Science Educator and History Educator,volunteers, and other staff who assist in the development and delivery of programs and exhibits. It is the Program Committee's role to make certain that programs and exhibits: • are based on good scholarship; • are accessible to all and the widest possible audience are encourage to participate; • respect pluralistic values,traditions, and concerns; • fulfill the Museum's mission and values even when they involve relationships with external entities; • promote the public good rather than individual financial gain. 20 CLEAR TITLE Simply stated,title is the possession of all the rights of ownership to an object. Within this definition are many qualifications and specifications. But there are two general considerations regarding title to an object: one is the completeness of the title;the other is the quality of the title. Once possession of an object is obtained,the museum then needs to consider whether or not it also possesses the copyright and trademark rights, and whether or not the donor has put any restrictions on the object(i.e.that it must be exhibited six months out of the year,or only with certain other objects,or that it may never be loaned). The museum must also consider the authenticity of the documents showing title. It must make sure that the object is truly as it is presented and that the documents are sufficient to insure title to the object. A. Determining the Owner One issue to consider is whether or not the person representing himself as the owner or duly authorized representative of the owner is,in fact,that person. While the museum cannot interrogate each donor,the museum Deed of Gift form should ask that the donor affirm that he is the true owner of the object,or a duly authorized representative of the owner. While gathering background information on the object,it may be possible to ask if anyone else, legal heirs,etc.,might have an interest in the object. If the gift is given by an estate,it is prudent to have all heirs or their authorized representative sign the Deed of Gift. A minor may not legally be able to give an object to the museum. The advice of a professional should be sought in these questionable instances. Although expensive,there is a remedy through the courts if the museum acquisition is later found to have faulty title. If the museum can show damages,then they may be able to show misrepresentation on the part of the donor. In the case of purchases,where the title or the object itself proves faulty,there is also remedy available through the courts. The Uniform Commercial Code provides several recourses for recovery. One is based on contract and requires that the museum prove that the seller misrepresented himself or the object,either on purpose or through negligence. Another section deals with objects that may be bought in good faith and sold in good faith as one thing but in subsequent research,turn out not to be what was offered. Several states have statutes regarding the sale of an object from a professional dealer to a non- professional buyer. This may or may not work in the museum's favor. B. Stolen Objects Perhaps the biggest question concerns what happens if the museum acquires an object and the object turns out to have been stolen? The general rule in the United States is that a thief cannot convey good title. Title remains in the hands of the person suffering the theft and the museum must return the object or its value. There is a statute of limitations upon these claims,but court decisions vary and the museum cannot take the chance of being an innocent victim in this instance. C. Smuggled or Illegally Acquired Objects One of the most common problems of title has to do with objects improperly removed from the 21 country of origin. These objects may not be challenged until many years after the original acquisition. Objects from American Indian tribes may be sought for return on the basis of foreign nation status. Pertinent treaties and statutes should be consulted in all instances: "Treaty of Cooperation Between the U. S. and Mexico for the Recovery and Return of Stolen Cultural Properties," "U. S. Statute Regulating the Importation of Pre-Columbian Monumental or Architectural Sculpture or Murals," "The American Indian Religious Freedom Act," etc. As always,laws concerning the collection, sale and trade of fish,wildlife and plants, should be consulted: "The Legacy Act," "Endangered Species Act" of 1973, as amended, "Marine Mammal Protection Act," "Migratory Bird Treaty," 'Bald Eagle Protection Act," "Antarctic Conservation Act" of 1978,etc. "The Antiquities Act" of 1906, and the "Archaeological Resources Protection Act" of 1979, should be consulted in all cases of objects excavated or given by people working in archeological digs. D. Restrictions The Collections Management Policy provides guidelines for considering exceptions to the rule that the museum will not accept any gifts with restrictions on them. Restrictions may range from never disposing of the object to only disposing of the object to another educational institution. While the former is almost always unacceptable,the latter should be considered based on the quality of the object. The language of any restrictions should be examined carefully. E. CopyJght Special property rights(copyrights)which the creator may have in the work are distinct from the right to possess the work. Copyrights may be divided into five segments: the right of reproduction,the right of adaptation,the right of distribution,the right of performance, and the right to display the work publicly. The "Copyright Law" of 1978 should be consulted in all instances. Before 1978,when a museum acquired an object,it was generally held that it acquired all copyrights. This is no longer true. Even if the objects were created before 1978 and previous publications show no "c",the work can still be considered copyrighted. This automatic copyright may be negated by publication of the work without the symbol. However,public display,donation,or sale of the work is not necessarily synonymous with publication. In other words, a museum would be wise,in all instances,to have documents conveying copyright attached to purchases or gifts. Works created for hire are considered to have the copyright invested in the employer,however, since the term "for hire" can be disputed,this situation of copyrights should be covered in a contract. Works created before 1978 without mention of copyright cannot be assumed to have their copyright vested in the museum. If a work is considered for reproduction, adaptation,etc.this must be checked. If the copyright does not accompany a work,the museum would do well to consider whether or not those rights are worthwhile to acquire. The museum should ask what the potential interests of the museum might be as well as those of the person retaining the copyright. 22 BIBLIOGRAPHY American Association of Museums, and Association of Art Museum Directors. Gifts of Property,A Guide for Donors and Museums. Washington,D.C.: American Association of Museums, 1985. Buck,R.A. and J.A. Gillmore. The New Museum Registration Methods. Washington D.C.: American Assocition of Museums, 1998. Edson,Gary. Museum Ethics. London and New York: Routledge, 1997. Malaro,Marie C. A Legal Primer on Managing Museum Collections. Washington,D.C.: Smithsonian Institution Press, 1985. Naumer,Helmuth J. Of Mutual Respect and Other Things,An Essay on Museum Trusteeship. Washington,D.C.: American Association of Museums, 1977. Porter,Daniel R. "Current Thoughts on Collections Policy." Technical Report 1. Nashville,Tennessee: American Association for State and Local History, 1985. Porter,Daniel R. "Developing a Collections Management Manual." Technical Report 7. Nashville, Tennessee: American Association for State and Local History, 1986. Simmons,John E. Things Great and Small, Collections Management Policies. Washington,D.C.: American Association of Museums,2006. Ullberg,Alan D. and Ullberg,Patricia.Museum Trusteeship. Washington, D.C.: American Association of Museums, 1981. 23 Table of Contents Purpose of the Museum 1 Collection Purpose and Responsibility 2 Acquisitions 3 Collection Description 4 Destructive Analysis 7 Deaccessions 7 Loans 12 Museum Ethics Policy 18 Museum Clear Title Guidelines 21 Appendixes: Bibliography 23 Attachments: A. Ci . Code, Chapter 2, Article III, Section 2-51 - Creating a Department B. Ci . Code, Chapter 2, Article IV, Division 5, Section 2-90 -Museum Advisory Committee C. Laws of Texas Pertaining to Museums D. Ci . Code, Chapter 2, Article IV, Division 1 -Attendance Requirements, Term Limits E. Ci . Code, Chapter 2, Article V, Division 1 - Code of Ethics F. "Deed of Gift" Form EXHIBIT F Museum Deaccession Process Member oFCommittee submits Deacces and Disposal RecordForm to oes Director approve Collection Manager proposed deaccession and disposal method? Yes r No N Collections Committee Manager reviews proposed Does Committee E confirms deaccession meY s tkle,checks based on the nd restrictions, Museum's deac ession and loal issues, purpose, disposal method? ethical scope otthe concerns collection,and Policy E Deaccession proposal E presented to Museum Does Collection �. Advisory Committee by Advisory deaccessioned Director Committee approve? a De accession proposal oes City Manager or eviLed by CityManager designee approve y��j Collection Kept or designee deaccession? a Technical Appeal Process CCMJV proposes Does Director believe > Event/Action Event/Action that conflicts with Event/Action affects exhibits or Museum's mission or commences cd collections. operations? Y s Y s Does City Manager > Event/Action proposal ordesignee Event/Action u reviewed by City Manager approve does not or designee Event/Action? commence EXHIBIT G MUSEUM ADMISSION FEES Corpus Christi Museum of Science and History Admission Fee Policy Fee Schedule: Adults (ages 13 and over) $10.95 Senior Citizens $7.95 Military (with ID $7.95 Children (ages 3— 12) $8.95 Children (age 2 and under Free Hours of Operation Tuesday—Saturday 10 am —5 pm Sunday 12 pm —5 pm Monday Closed Open Mondays 10 am — 5 pm in March and between Memorial Day and Labor Day The museum offers 3 —4 Dollar Days throughout the year Unaccompanied Children are not admitted Visitors under at 18 must be accompanied by an adult. At least one adult chaperone is required for every 10 children. Museum observes the following holidays Easter Sunday Labor Day Thanksgiving Christmas Eve Christmas Day New Year's Day Corpus Christi Museum of Science and History Membership Fee Policy 1 Year Membership Type Single Membership $39.95 Membership + One $74.95 Family Membership (up to 4 people) $139.95 Additional persons can be added to a membership for $39.95 per person Membership includes the following benefits: • Free admission to the Museum for one year on normal operating days (free or discounted admission to select special events). • 2 complimentary guest passes • Receive the Museum's monthly events email • 10% discount off birthday parties and camps • 10% discount off Gift Shop purchases • Exclusive Doc McGregor wall calendar • Exclusive Museum vehicle decal • Invitation to special events EXHIBIT H Is GOVERNANCE Revised 3.8.18 Corpus Christi Museum of Science and History CCMN City Manager_: Friends of the Museum Advisory Board Acrounting,HR Executive Director Marketing/Business Education Development Operations Administration Education Director TBD General Manager Office Manager Collections Manager/Registrar Front Desk Graphics Exhibits Maintenance Front of House Assistant _ Manager/Weekend Graphics/PR/Web Design Event Organizer Exhibit Manager Manager r - FT Cashier Events/Registrar Collections Technician - Future Theater i- M F�= PT Cashier PT Actors Photo Lab Technician Future Conce PT Cashier Concession Worker Interns&Volunteers SCHEDULED PROPERTIES ci r1 (1 County:Nueces JP,ttection Class:4 100%Values Flood Limits(NFIP) Area q Address — Responsible Oe pt. occupancy Lanoa. R-1 Totaf Builtlings Contents — iSq(FI) Year Built 257 1900 NCha arra) 78401 ! Museum Sden.8 Hisl Museum Masan SteellCmaar 15 5 32750,000 5 12J511.000 LL8o 85000 1965 258 1960NChapar.1 76d07 Museum I.Wseum M¢LhanaalR Mason SleeiiCover 7.5 $ 347400 5 97.460 S 150000 B 1,200 1967 312612015 ul' EXHIBIT I i EXHIBIT J FACILITY USE POLICY Corpus Christi Museum of Science and History Room Rental Rates Dome Room Package 1—Ceremony ONLY Dome Room seating up to 95 guests Includes: $850 for 2 hours $350 per additional hour Renters insurance Bridal Suite for 2 hours prior to event Chairs set up and takedown *Additional fee applied to events where alcohol is served. *Cost does not include food & beverage fees. Dome Room Package 2— Reception Only Dome Room seating up to 72 guests Includes: $850 for 2 hours $350 per additional hour Renters insurance Table & Chairs set up and takedown *Additional fee applied to events where alcohol is served. *Cost does not include food & beverage fees. Kenedy Package Kenedy Gallery seating up to 100 guests Includes: $950 for 2 hours $400 per additional hour Renters insurance Table & Chair set up and takedown *Additional fee applied to events where alcohol is served. *Cost does not include food & beverage fees. Front Porch Stage Package 1 Front Porch Stage + Kenedy Gallery seating for up to 100 guests Includes: $1,150 for 2 hours $500 per additional hour Renters insurance Tables & Chairs set up and takedown *Additional fee applied to events where alcohol is served. *Cost does not include food & beverage fees. Front Porch Stage Package 2 Front Porch Stage + Kenedy seating for up to 200 guests Includes: $1,350 for 2 hours $600 per additional hour Renters insurance Table & Chairs set up and takedown *Additional fee applied to events where alcohol is served. *Cost does not include food & beverage fees. North Wing Package 1 Dome Room + Front Porch Stage + Kenedy seating for up to 100 guests Includes: $1,550 for 2 hours $700 per additional hour Renters insurance Table and Chairs set up and takedown *Additional fee applied to events where alcohol is served. *Cost does not include food & beverage fees. North Wing Package 2 Dome Room + Front Porch Stage + Kenedy seating for up to 200 guests Includes: $1,750 for 2 hours $800 per additional hour Renters insurance Table & Chairs set up and takedown *Additional fee applied to events where alcohol is served. *Cost does not include food & beverage fees. 1. Each rental time period includes 1 free hour of set up and 1 free hour of breakdown. Additional set up hours may be purchased. 2. Rentals on the museum exhibit floor may start as early as 5pm. No rentals in museum galleries during operating hours. Exceptions apply for set up on Plaza. 3. Extended Hours Fee: Hourly Rate of Location + $50.00 (12:OOam —8:OOam OR per hour after scheduled end of rental) 4. Bridal Suite included at no charge if renting the Museum for both Ceremony AND Reception. 5. Rehearsal: 4:00-5:OOpm on a regular operating day is FREE. No chair set up. If another time slot is desired, regular rates apply. Additional Add-ons: $100.00 Transition Fee (Our crew will move tables/chairs during your event $250.00 Bridal Suite $25.00 Screen $50.00 Projector $25.00 Microphone (3 available) *20% Discount for Non-Profits Corpus Christi Museum of Science and History Meeting Room Packages Waterearden Room Seating for up to 50 guests Includes: $300 for 2 hours $125 per additional hour $5 per additional guest Tables & Chairs set up Free 30 minute set up to decorate Admission to Museum for guests *Cost does not include food & beverage fees. Lecture Hall Seating for up to 50 guests MAX Includes: $250 for 2 hours $100 per additional hour Tables & Chairs set up Free 30 minute set up to decorate Admission to Museum for guests *Cost does not include food & beverage fees. Conference Room Seating for up to 12 guests Includes: $75/hr. $5 per additional guest Free 30 minute set up to decorate Admission to Museum for guests *Cost does not include food & beverage fees. Corpus Christi Museum of Science and History Birthday Party Packages and Policy Basic Party Package (Level 1) Cost: $275 for up to 20 people, Children under age 2 are free & Birthday Child is free $15 for each additional person Members of Museum get 10% discount Includes: All day admission to the museum for all guests 2 hours use of the party room w/free entry & roam of museum (Museum hours only) Family members allowed into the room 30 min. prior to decorate (Host is encouraged to bring in cake, themed paper goods and decorations.) No helium balloons please. 2 slices pizza/person. Capri Sun & water (20 of each). Museum will provide plates and cups Buy one get one coupon on a return visit (expires 1 year from event date) Time slots: (Tues-Sat: 11-1 or 2-4) (Sunday: 1-3 or 2-4) Deluxe Party Package (Level 2) Cost: $500 for up to 30 people Children under age 2 are free Birthday Child and 1 Guardian are free $15 for each additional person Members of Museum get 10% discount Includes: All day admission to the museum for all guests 2 hours use of the party room w/free entry & roam of museum (Museum hours only) Family members allowed into the room 30 min. prior to decorate (Host is encouraged to bring in cake, themed paper goods and decorations.) No helium balloons please. Food & Drink: 2 slices of pizza/person Capri Sun and bottled water (30 of each) 3 large bags of chips Museum will provide plates and cups Buy one get one coupon on a return visit (expires 1 year from event date) Your choice of Craft, Science Experiment or Museum Tour (must have 2 weeks' notice). Time slots: (Tues-Sat: 11-1 or 2-4) (Sunday: 1-3 or 2-4) Value of$620 —saves you $120 Ultimate Party Package (Level 3) Cost: $700 for up to 40 people, Children under age 2 are free Birthday Child and 2 Guardians are free $15 for each additional person Members of Museum get 10% discount Includes: All day admission to the museum for all guests 2 hours use of the party room w/free entry & roam of museum (Museum hours only) Family members allowed into the room 30 min. prior to decorate (Host is encouraged to bring in cake, themed paper goods and decorations.) No helium balloons please. Food & Drink: 2 slices of pizza/person. Capri Sun, Bottled Water (40 of each) (2) 12-pack cases of soda 5 large bags of chips Museum will provide plates and cups One Free 6 inch Pucker Powder voucher for each guest (40). Buy one get one coupon on a return visit (expires 1 year from event date) Your choice of two (2) Crafts, Science Experiments or Museum Tour (must have 2 weeks' notice). Customizable Invitations with Museum logo and party details (50). Time slots: (Tues-Sat: 11-1 or 2-4) (Sunday: 1-3 or 2-4) Value of$975 —saves you $175 Additions: • Party Favors— make your own 6" Pucker Powder: $2 each • Large 1 topping pizza: $10 (requires 24 hr. notice) • Upgrade to the Watergarden Room: $100 • Extra hour use of Party Room: $100 • Customizable Invitations with Museum logo: $15 for 25 invites • Fact hunt: $15 (for 25 ppl) (The scavenger hunt is ten multiple choice questions that lead the players to all corners of the Museum. This includes one paper & pencil per child, answer sheet with clues for adults, and a prize for each participant) • Science Experiments (30 min.): $50 (more than 30 students, $75) o Theme options on next page The Museum has a Menu where you may select party trays, drinks, and more! Science Experiments: Oobleck/Slime Get your hands a bit messy with our non-Newtonian slime. Learn about sheer force and impact with this funky liquid. Van cle Graff Allow our educators to guide you through a truly hair raising experience! Get a private showing of the van de Graff generator and how it harnesses the power of static electricity. Weather Harness a bit of nature by making a cloud in a bottle. This simple demonstration uses a bicycle pump and a bit of rubbing alcohol to recreate the conditions found at the top of the Earth's atmosphere. Making catapults With just a few supplies and a bit of know-how, create an ancient siege weapon to take home! Chemistry Join our educators in creating an endothermic reaction in a balloon. This reaction is safe to perform, and lets children feel the science happening. Dinosaur plane Learn about the mighty pteranodon and then make a small one. This fun and simple craft can even fly! EXHIBIT K FACILITY MAINTENANCE Item Responsible Party Structure: includes foundation, walls, roof, windows (regular & storm), storm shutters, doors, flooring, ceilings, &fixtures City Building Systems: includes Electrical (parts & labor), HVAC, Plumbing, Elevator (maintenance & certification), Fire Alarm (parts & labor) and Security Alarm (parts & labor) City Building Fixtures: all quarterly and annual preventative maintenance on HVAC system, replacing interior and exterior light fixtures/ballasts, major toilet or sink repair, gate system major repairs including electrical boxes, door repair, fence repairs or replacement, Fire Sprinkler System preventative City maintenance, repair and licensing, all boiler preventative maintenance and repairs, playground equipment repairs or replacement Building Fixtures: air filters, light bulbs, simple toilet repair, Simple sink repair, strip and wax floors, shampoo carpets, maintain wall dividers in restrooms, door knobs, ceiling tiles, gate system minor* repairs, monitor boiler for leaks, minor* exhibit repair, exterior pressure washing of CCMJV sidewalks and plaza, minor* interior paint touchup, annual fire extinguisher inspection and upkeep. Parking Lots, Sidewalks, Gates, & Signage City Landscaping: includes flower beds, ground cover, shrubs &trees City Electric Service (will be deducted from operation support payment) City Fire Alarm System Service CCMJV Security Alarm System Service CCMJV Playground: maintain grounds & equipment CCMJV Janitorial: includes supplies and services for cleaning facility and exhibits CCMJV Pest Control Service CCMJV Dumpster Rental CCMJV Radios CCMJV *Minor shall mean repair and/or service less than $500. X � (,C003; CORPUS CHRISTI MUSEUM of SCIENCE and HISTORY Professional Service Management Agreement for the Corpus Christi Museum of Science & History Council Presentation April 17, 2018 Management History of SCIENCE a nlsraav Prior to September 2012 - Museum was a City Department September 1, 2012 - Entered into two-year Public/Private Management Agreement: • Cit, Owns Land, Building & Collections • CCMJV, LLC operates all aspects of the Museum including maintaining certification and accreditations September 1,2014- Amended & Extended Agreement (extended for three years to September 30,2017 with option for two additional 1-year extensions) August 8, 2017- First of Three Extensions April 30, 2018 - Expiration Date of Extension i �Q Historical Attendance oSCIENCE �,a nlsraav Combined Attendance by Year 90,000 80,000 74,194 79,518 78,498 70,000 69,258 65,804 60,000 50,000 40,000 30,000 20,000 10,000 FY13 FY14 FY15 FY16 FY17 (decline due to Hurricane Harvey) �Q qw Historical Revenues oSCIENCE �,a nlsraav Revenue Generated By Museum $900,000 $800,000 $812,826 $812,607 $700,000 622,549 652,474 $ $600,000 $500,000 $400,000 $407,832 $300,000 $200,000 $100,000 $ FY13 FY14 FY15 FY16 FY17 Accomplishments of SCIENCE a nlsraav • Multiple updates and renovations to the facility • Opened Dino Gallery, Guns & Ammo Exhibit, HEB Science Center & Kaboom Playground • Expansion of Education Staff and Programing • Awards from the Texas Association of Museums Innovation & Excellence • Gold Award for McGregor Monday's featuring Doc McGregor's Photo Collection • Bronze Award for Chemistry in Action • Partnership with Ed Rachal Foundation to create a McGregor Research Center s Ke Contract Terms That Changed Y g "Us UM of SCIENCE aHI rGRY AgreementCurrent Agreement Operation Support $936,321 + $272,819 In-kind Payment $1,209,140 (Electricity,IT Allocation,Computer Leases,Telephone&Postage) City Benchmark $347,231 Eliminated Gift Shop & Included as Gross Excluded from Gross Camp Revenues Revenues Revenues Administrative Fee None $120,000 or 10% of Gross Revenues (whichever is greater) Revenue Split 50/50 After Benchmark 50/50 After Administrative Fee Maintenance & Repair of Building & Systems (Facilities CCMJV Pays City Pays Allocation,HVAC,Plumbing,Elevator, Fire Alarm,&Security Alarm) Museum Generated Revenue aoSEUII I II of SCIENCE �'d HIE CRY Current Agreement Proposed Agreement 7 CCMJV Future Plans & Goals SGENCE HISTORY • Develop master plan for exhibits and visitor experience. • Explore new revenue generating opportunities including the possibility of a motion simulator, 3D cinema, and a restaurant or snack bar. • Explore new ways to expand educational opportunities through specific lecture series, film events on historical or scientific topics, single day camps, adult oriented programming. • Critical facility needs addressed by City (per Management Agreement) 1%i.ixj of SCIENCE and HISTORY Questions • 9 ogyus ct,�, o �� AGENDA MEMORANDUM H Future Item for the City Council Meeting of April 17, 2018 v Action Item for the City Council Meeting of April 24, 2018 NORPO PAEO 1852 DATE: April 17, 2018 TO: Margie C. Rose, City Manager FROM: Dan Grimsbo, Executive Director of Utilities Dane(acctexas.com (361) 826-1718 Kim Baker, Assistant Director of Financial Services-Purchasing Division Kimb2(a-).cctexas.com (361) 826-3169 Supply Agreement for Liquid Caustic Soda Solution for the O.N. Stevens Water Treatment Plant CAPTION: Motion authorizing a two-year supply agreement with Univar USA, Inc., of Kent, Washington for the purchase of liquid caustic soda solution for a total amount not to exceed $7,513,545.00. PURPOSE: The O.N. Stevens Plant utilizes Liquid Caustic Soda Solution, also known as sodium hydroxide aqueous to adjust the pH of the water treated. BACKGROUND AND FINDINGS: Liquid Caustic Soda Solution, is currently utilized at the O. N. Stevens Water Treatment Plant for pH adjustment of the final filter effluent to raise the pH of the water. By raising the pH, a more stable environment is created for monochloramine residuals, and the higher pH also keeps city water from being corrosive to the distribution piping system. The Purchasing Division conducted a competitive RFB process to obtain bids for a new contract. The City received two responsive, responsible bids, and one non-responsive bid. On April 4, the low bidder Brenntag Southwest, Inc. withdrew their bid. The bid was awarded to the next low bidder Univar USA, Inc. ALTERNATIVES: No feasible alternatives. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State statutes regulating procurements. EMERGENCY / NON-EMERGENCY: Non-emergency. DEPARTMENTALCLEARANCES: Utilities Department — Water FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget $7,975,093.68 $5,948,223.13 $13,923,316.81 Encumbered / Expended Amount $5,066,172.07 $0 $5,066,172.07 This item $1 ,565,321 .87 $5,948,223.13 $7,513,545.00 BALANCE $1 ,343,599.73 $0 $1,343,599.73 Fund(s): Water Comments: The initial contract term total is $7,513,545.00 for 24 months, of which $1 ,565,321.88 is funded in FY2017-18. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Supply Agreement Bid Tabulation City of Corpus Christi Purchasing Division Bid Tabulation Sheet Buyer:Cynthia Perez Liquid Caustic Soda Solution- RFB 1495 Brenntag Southwest, Inc. Lancaster,Texas Extended Extended Item Description 1 st-year Unit Price Price 2nd-year Price Price 50%Liquid 1 Caustic Soda 10,750 Wet tons $317.39 $3,411,942.50 10,750 $367.39 $3,949,442.50 Solution Est. Unloading 2 Delay Charge 12.5 Hrs. $75.00 $937.50 12.50 $75.00 $937.50 Sub-Total: $3,412,880.00 Sub Total: $3,950,380.00 Grand Total $7,363,260.00-Vendor withdrew bid DPC Industries, Inc. Corpus Christi,Texas st Extended 2nd Extend Item Description year Unit Price Price year Price Price 50%Liquid Caustic Soda 1 Solution 10,750 Wet tons $347.50 $3,735,625.00 10,750 NB Est. Unloading Delay Charge 2 12.5 Hrs. $85.00 $1,062.50 12.5 NB Sub-Total: $3,736,687.50 Sub Total: $0.00 Non-Responsive Univar USA, Inc. Kent,Washington st Extended 2nd Extend Item Description year Unit Price Price year Price Price 50%Liquid Caustic Soda 1 Solution 10,750 Wet tons $329.38 $3,540,835.00 10,750 $369.38 $3,970,835.00 Est. Unloading Delay Charge 2 12.5 Hrs. $75.00 $937.50 12.5 $75.00 $937.50 Sub-Total: $3,541,772.50 Sub Total:1$3,971,772.50 Grand Total $7,513,545.00 4 US 1 1 SUPPLE AGREEMENT NO. 1445 Liquid austi Soda Solution THIS Liquid Caustic Soda Solution Supply r r t ( Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Univar LISA, Inc. ("Supplier"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Supplier has bid to provide Liquid Caustic Sada Solution ;n response to Request for Bid No. 1495 !"RFB `), which RFB includes the required scope of work and all specifications and which RFB and the Supplier's bid response are incorporated by reference in this Agreement as Exhibits I and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Supplier agree as follows, Scope. Supplier will provide Liquid Caustic Soda Solution in accordance with the atfached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out Dere in its entirety. "Goods," "products", and "supplies", as used in this Agreement, refer to and have the same meaning, 2. Term. This Agreement is for 24 months. The parties may mutually extend fhe term of this Agreement for up to zero additional zero-month periods (`;Option Periods)"), provided, the parties do so in writing and prior to the expiration of the original terra or the then-current Option Period. The City's extension authorization ,usf be executed by the C ify Manager or designee. 3. Compensation ars Payment. The total value of fhis Agreement is not to exceed $7,513,545.00, subject to approved extensions and changes. Payment will be made for goods delivered and accepted by the City within 00 days of acceptance, subject to receipt of an acceptable invoice. All pricing must be in accordance wifh 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. . Contract Administrator. The Contract Ad. finis rator 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 pay enf. The City's Confract Administrator for this Agreement is as follows: Supply Agreement Standard Form Page 1 of 7 Approved as to Legal Form 12/15/17 Name, Diana Zertuche-Garza Departrnent: Ufflities Phone- (361) 826-1827/ Email- diana(3,(�,cctexas.corn 5. Insurance. Before performance can begin under this Agreement, the Supplier rust deliver a certificate of insurance ("CO!"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the C01 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 incorloorated by reference into Phis Agreement as if fully set out here in its entirety, 6. Purchase Release Order. For multiple-release purchases of products to be provided by the Supplier over a period of time, the City will exercise its right to specify time, place and quantity of products to be delivered in the following manner: any City deparfmenf or division may send to Supplier a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and products will remain with the Supplier until such fime as the products are delivered and accepted by the City, 7. Inspection and Acceptance. Any products that are delivered but not accepted by the City must be corrected or replaced immediately at no charge to the City. If immediate correction or replacement at no charge cannot be made by the Supplier, a replacement product may be bought by the City on the open market and any costs 'Incurred, including additional costs over the item's bid price, must be paid by the Supplier within 30 days of receipt of (City's invoice. 8. Warranty. (A) The Supplier warrants that all products supplied under thio Agreement are I Zj� new, qualify items that are free from defecfs, fit for their intended purpose, and of good material and workmanship. The Supplier warrants that it has clear title to the products and that the products are free of Hens or encumbrances. (B) In addition, the producfs purchased under this Agreement shall be warranted by the Supplier or, if indicated in Attach. ent 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. Supply Agreement Standard Form Page 2 of 7 Approved as to Legal Form 12/15/17 y//7 9. Quality/Quantity Adjustments. Any quantities indicated on the Bid/Pricing Schedule are estimates only and do not obligate the City fo order or accept more than the Cify's actual requirements nor do the estimates restrict the C-Ay 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. on- pry nation. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30f annually, is subject to appropriations and budget approval specifically covering this Agreement as an expenditure in said budget, and if is wifhin the sole discretion of the City's City Council fo determine whefher 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 (_-ouncil's sole discretion when adopting each budget, 11. Independent Contractor, Supplier will perform the work required by this Agreement as an independent contractor and will furnish such products in its own manner and me-thod, and under no circumstances or conditions will any agent, servant or employee of the Supplier be considered an employee of the City, 12, Subcontractors. Supplier may use subcontractors in connection with the work performed under this Agreement. When using subcontractors, however, the Supplier must obtain prior written approval from the Contract Administrator if the subcontractors were not named at the time of bid. in using subcontractors, the Supplier is responsible for all their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Supplier, All ,requirements sef forth as part of this Agreement, including the necessity of providing a C01 in advance to the City, are applicable to all subcontractors and their employees to the same extent as if the Supplier and its employees had performed the 4worl-1. 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 Clilty, 14. Waiver. No waiver by either party of any breach of any term or condition of this Agreement waives any subsequent breach of the same. 15. Taxes, The Supplier covenants to pay payroll faxes, Medicare taxes, FICA faxes, unemployment taxes and all other related taxes. Upon pon request, the City Manager shall be provided proof of payment of these faxes 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 Supply Agreement Standard Form Page 3 of 7 Approved as 'go Legal Form 12/15/17 faxed or hand-delivered or on the third day after postmark if sent by certified mail. Nofice musf be sent as follows, IF TO CITY: City of Corpus Chrisfi Attn: Diana Zertuche-Garza Title- Contracts/Fund Administrator Address: 1310 1 Leopard Street Corpus Christi, TX 78410 Phone: (361 ) 826-1827 Fax: (3561) 826-4488 IF TO SUPPLIER: Univar USA, inc- Affin-1 Stag 7iegler Title: Municipal Specialisf Address- 8201 S. 212th Sfreet Kent, WA 98032 Phone- (253) 872-5000 Fax: (253) 8-172-5041 17a SUPPLIER 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 SUPPLIER OR RESULTS FROM THE NEGLIGENT ACT, OMISSION, MISCONDUCT, OR FAULT OF THE SUPPLIER OR ITS EMPLOYEES OR AGENTS. SUPPLIER MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED THEREON WITH COUNSEL SATISFACTORY TO THE CITY ATTORNEY, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COSTS AND EXPENSES OF ANY KIND ARISING OR RESULTING FROM ANY SAID LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, ITS, OR ACTIONS. THE INDEMNIFICATION OBLIGATIONS OF SUPPLIER UNDER THIS SECTION SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT. Supply Agreement Standard Form Page 4 of 7 Approved as to Legal Form 12/15/17 18. Termination. (A) The City Manager may terminate this Agreement for Supplier's failure to perform the work specified in this Agreement or to keep any required insurance policies in force during the entire term of this Agreement. The Confract Administrator must give the Supplier written notice of the breach and set out a reasonable opportunity to cure. If the Supplier has not cured within the cure period, the City Manager may terminate this Agreement immediately thereafter. (B) Alternatively, the City Manager may terminate this Agreement for convenience upon 30 days advance wriften notice to the Supplier. The City Manager may also terminate this Agreement upon 24 hours written noti-.-- to fh-- Supplier for failure to pay or provide proof of payment of taxes as sef out in this Agreement. 19. Assignment. No assignment of this Agreement by the Supplie'r. or of any right or interest contained herein, is effective unless the City Manager first gives written consent to such assignment. The performance of this Agreement by the Supplier is of the essence of this Agreement, and the City Manager's right to withhold consent to such assignment is within the sole discretion of the City Manager on any ground whatsoever. 20. Severability. Each provision of this Agreemenf is considered to be severable and, if, for any reason, any provision or part of fhis 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 Agreemenf thal are valid, buf this Aareemenf shall be construed and enforced in all resr)ecfs 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 attachmenfs, and exhibits, such conflicts and inconsistencies will be resolved by reference to the documents in fhe following order of priority: A. this Agreement (excluding attachments and exhibits), B. ifs attachments; C. the bid solicitation document including any addenda (Exhibit 10; then, D. the Supplier's bid response (Exhibit 2). 22. Certificate of Interested Parties. Supplier agrees to comply with Texas Government Code Section 2252.908, as if may be amended, and to complete Form 1295 "Certificate of Inferested Parfies" as part of fhis Agreer-nent. 23, Verification Regarding Israel. In accordance with Chapter 2270, Texas Government Cade, the City may not enter into a contract with a company for Supply Agreement Standard Form Daae 5 of 7 Approved as fo Legal Form 12/15/17 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 Agressm-ent on behalf of the Supplier verifies that the company does not boycott Israel and will not boycott Israel during the term of this Agreement. ® Governing Law. This Agreement is subject to all federal, State, and kocal 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) Supply Agreement Sfandard Farm Page 6 of 7 Approved as fo Legal Form 12/15,117 L;_061 114 VIC SUPPLIER Signature: Printed Name: AGO- Title: Vr 14 Date: t CITY OF CORPUS CHRISTI Signature: Printed Name: Title: Date: Affached and Incorporated by Reference- Attachment eference:Attachent A: Scope of Work Attachment : Bid/Pricing Schedule Attachment : Insurance Requirements AttaChment : Warranty Requirements Incorporated by Ref n Only: Exhibit 1 RFB Na, 1495 xhibit 2. Supplier's Bid Response Supply Agreement Standard Form Page 7 of 7 Approved as to Legal Form 12%15/17 Attachment A - Scope of Work lial irementad Ba roundInformation The Supplier shall provide Water Chemical - Liquid Caustic Soda Solution for the Utilities Deparfment. Liquid Caustic Soda, also known as sodium hydroxide aqueous solution is used for pH adjusfment of the final filler effluent, 1.2 �ofWo�rk Supplier shall supply Liquid Caustic Soda Solution to the Ufflifies Deparfment to be delivered in tank truck lots in accordance with Specifications for Water Treating Chemicals. A. Water treating chemicals must conform to: 1. Liquid Caustic Soda (Sodium Hydroxide Solution) 50 2. American National Standards Institute/National Sanitation Foundation Institute Standard for Drinking Water Treatment Chemical - Health Effects ANSIM SF 60. If is the responsibilify of the supplier to inform the City of Corpus Christi (within 24 hours from the fime of verbal or written notification to supplier) that Its NSF certification has been revoked or lapsed. 'Loss of NSF certification constitutes grounds for immediate termination of flee liquid caustic soda contract. 3. American National Standards Institute/American Water Works Association standard for Caustic Soda (Liquid) ANSI/AWWA B501-03, 4. 50 % 'Liquid Caustic Soda must contain not less than 48,0 7o as Caustic Soda (Sodium Hydroxide NaOH). 1�, h T urer provide an affidavit of complianc--, stating tha� at 1 e manufac Iti mus' i I the time of loading, the chemical(s) furnished under the release order, complies with all applicable requirements to the City of Corpus Christi, Water Production Superintendent, P.O. Box 9277, Corpus Christi, Texas 78469-9277. B. MATERIAL REQUIREMENTS The liquid Caustic Soda delivered under this agreemenf, must meet the following physical-chernical specifications based on the required concentration: 1. Liquid Caustic Soda 50 wt.% thysilco-chemical Parameters Visits Sodium Hydroxide (NaOH) to 48.0 - 52.0 Sodium Oxide (Na20) wt,% 38.3 - 39.57 Sodium Carbonate (Na-0O3) wt,% <0,15 Sodium Chloride rDPM 100,0 Maximum Sodium Chlorate PPM 50.0 Maximum Sodium Sulfate PPM 40.0 Maximum Iron as Fe PPM 5.0 Maximum Appearance ma, Clear Liquid Specific Gravity g/mL 1.52 - 1,54 Density lb,/gal 1176 ADefivery and Weig hire g -giro pats® 1, Each chemical shipment must be weighed by local certified weigher before delivery to and after unloading at the O.N. Stevens Water Treatment Plant. The truck, driver must promptly deliver chemical shipment weight "ticket" or legible copies to the City of Corpus Christi, Plant Supervisor, 13101 Leopard, Corpus Christi, Texas 78410. Deliveries will be made Monday thm Sunday, 8 A. M. to 5 P, M. only, unless an emergency arises then the Plant Supervisor may approve after hour deliveries, 2. The Supplier must provide a chemical analysis for each chemical shipment (Certificate of Analysis, ;including Lot number, and production date), and fh-- chemical analysis must include the 'parameters above described in this scope of work, such as NaOH percentage, specific gravity, Sodium Carbonate mg/liter, and Sodium Chloride mg/liter and the others. 3. The Successful Supplier must base billing and pay quantity for each chemical shipment on certified weight fiCke[s for delivery of Liquid Caustic Soda. The Plant Supervisor ay reject any chemical shipments as per example- 50% Liquid Caustic Soda containing less than 48.0 percent or more than 52.0 percent as not meeting specifications for NaOH. 4. Supplier must make shipments in approximately 4,000-gallon tank truck lots to the City of Corpus Christi, C. N. Stevens Water Treatment Plant, 131011 Leopard, Corpus Christi, Texas 78410. The Supplier must submit the chemical analysis, weight ticket, and bill of lading with each invoice. D. OWNERSHIP: City's ownership of the Liquid Caustic Soda begins, and Supplier's ownership ceases, upon completion of unloading of the chemical at the 0. N. Stevens Water Treatment Plant. E. OSHA AND TRAINING: 1. Any chemical suppked must comply with all requirements and standards of the Occupational Safety and Health Act. Supplier must provide all appropriate chemical and warning markings before delivery. Water Production Superintendent may reject items not meeting OSHA specifications. 2� Supplier at its expense must provide training to City employees in the safe handling, storage, and use of the chemical on a semiannual basis at the Water Production Superintendent's convenience. This training must include a presentation of sufficient length to visually portray the proper procedures of handling, storage, and use of Liquid 'Caustic Soda and all information contained on the Safety Data Sheet must be thoroughly covered. 3. The Supplier must comply with drug and alcohol testing, education, and training programs that comply with U.S. Department of. Transportation Regulations 49k--FR,, Paris 382 and 40. The Supplier must execute a Certification of compliance with U.S. Department of Transportation regulations 49CFR, Parts 3821 and 40 and provide a copy to the Water Production Superintendent on a quarterly basis beginning with the first chemical shipment. 1.3 e The Contractor shall establish and maintain a complete Quality Control Program that is acceptable to the Contract Administrator to assure that the requirements of the Contract are provided as specified, The Contractor will also provide supervision of the work to insure it complies with the contract requirements. Affachment id Pricing/Schedule CITY OF CORPUS CHRISTI BID FORM XPURCHASING DIVISION RFB No. 1495 Liquid Caustic lute r PAGE I OF 1 Dofe, Februanj 15, 2018 Auffiorized Bidder- Univar USA; Inc. S_ a It '. . A s 1. Refer t =Instructions toBidders" and Contract Terms arid,Calidiflonsbefore completing bid. a Quote your best price for each iter® 3, In submitting this bid, Bidder certifies that: a. the prices in his bkd have been arrived of independently, without ons _= fon, [Cy agreementZ-1 J€ l Z ?Bidder ? ??b l ) Tito . , pUrpose of b- Bidder is an _EqJ a Opportunify Employer, and the Disclosure of i lie est information on file with City's Purchasing office, ursualnit fo the Codi: of0rdinances, is current and trine. ' der fr f with l r° s 'r sf r' l lfh all applicable governmental "r"=-- r-t [ agencies. , Bidder acknowledges r�=,cei,Dtn review b all <a � r f � � c�, �Fl, k r , :ter this 1F , i i 4, Bidders must not write over or revise the bid form. Bidders will be considered ora Responsive if the bid form is modified. l Total Item t Description_ 1 UNIT ; 1 -Yr Unit Total_ 2-yr I UnitY Qty. Price _ rice 3 rice Price -----__ ._ �. 5 % Liquid r 10,750 $ F 10,750 , Caustic Soda ; Tons l 329.38 3: 40,835,CDO v# j Solution I Est, Hrs. 1 1 .5f 5M - - 937,50 7 lUnloading Delay Ch4k 5 $ E ' 3 f sem000 lla971,-772,50_ 1$32541,772,501 $40 + i t l Total $7,513,545.00 l a i i I E , Affachment C - insurance Requirements CONT R ACTOR'S LIABILITY INSURANCE I /-\ 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 cornmence were until --H similar insurance required of any subcontractor has been obtained. , 13, Contractor must furnish to the City's Risk Manager and Contract Administrator one (1) copy ofC-erfificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance cornpany(s) acceptable to the City's Risk Manager. T he 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. C-ONAWERCIAL GENERAL LIABILITY $1,000,000 Per Occurrence including: $1.000,000 Aggregate i. Commercial, Broad Form 2 Premises-Operations 11 Products/Con pleted Operations 4, Contractual Liability 5. independent Contractors 6, Personal Iniury- Advertising Injury AUTO LIABILITY (including) $1,000,000 Combined Single limit U 1, Owned 2. Hired and Non-Owned 3. Rented/Leased W�ORKER�SCO�MPEt�-,4SATIO�NStatutory and complies with Part 11 of (All States Endorsement if C-omloa ny is not this domiciled in Texas)exas) Exhibit. Employers Liability $500,000/$500,000/$500,000 CA� POLLUTION LIABILITY $1.000,000 Per incident I Imit (including Cleanup and Remediation) $11,000,€ 0 Aggregat e C. in the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports or any accidents within -10 days of the accident, !L ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor rnust obtain workers' compensation coverage through a licensed insurance company, The coverage must be written I on a policy and endorsements approved by the Texas Department of insurance. The workers' compensation coverage provided musf be in stat tory 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. BContractor 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 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 1--hrisfil Attn: Risk Manager P.O. Box 10277 77 Cor Us Christ;,, TX 78469-921 , 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 Citv, with the exception of the workers' compensation policy; Volle f I * Provide for an endorsement that the "other insurance" clause shall not apply to the 'City of Corpus Christivvhere fhe 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 (301, 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, nor-renewal, materiol change or termination of coverage, Contractor shall provide a replacement Cer"ificate 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 filme during this confract. Failure to provide and to maintain the required insurance shal, constitute a material breach of this contract. F. in addition fo any othe.,remedies the City may have upon C'ontractor's failure fo provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right fo order Contractor to stop work hiereunder, 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 Contract or may be held responsibie for payments of damages to persons or property resulting from Confractor's or its subconfractor's performance of the work covered under this contract. H. If is agreed that (1-_'ssntracfor's 'Insurance shall be deemed primary and non- contributory with respecl to any insurance or self-insurance carried by the City of Corpus Chrlsfi for liabililly arising out of operations under this contr act, L It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 20118 Insurance Requirements Utilities Delivery of Water Treating Chemicals 01/10j 2018 sw Risk Management Valid Through 12/311,/2018 Attachment Warranty Information V U tF = 5 Univar sets out to be the preferred duality partner for the distribution of chemicals arra services. We combine economic success with social and environmental responsibility, Be the benchmark of excellence, - Univ r USA Inc,is committed to the success of our customers and upplie(partners by providing value-added products and I services that consistently meet requirements,In the spirit of innovation,management encouragesfull ernp/oyee f participation in the continuous review and improvement of Univar's business processes and its total quality process. Safety: Safety is the first priority. the most important aspect of our work oz ftinuous Improvement. We willimprove results for all our stakeholders by doing the right things better every time, a . Employees,- We respect and value every ernploy e and are committed to support and develop each other personally and professionally. Environment: We are committed to protecting the health and well being of our employees, our customers, the x community and the environment, y Ethics: We treat every individual in our business and t personal practices ethically with integrity and honest} Leadership: Each of us strives to lead and motivate by example and consistently live cap to these core values, We coach, train.. develop and empower employees to reach their full potential, t e a; se GO � � �A O H v AGENDA MEMORANDUM Future Item for the City Council Meeting of April 17, 2018 "CORPOppjEAction Item for the City Council Meeting of April 24, 2018 1852 DATE: April 3, 2018 TO: Margie C. Rose, City Manager FROM: Daniel McGinn, AICP, Director of Planning & Environmental and Strategic Initiatives DanielMc@cctexas.com (361) 826-7011 Nina Nixon-Mendez, FAICP, Director of Development Services NinaM@cctexas.com (361) 826-3276 Resolution granting petition requesting annexation by area landowners of approximately 13.72 acres of land into the territorial limits of the City of Corpus Christi CAPTION: Resolution granting petition requesting annexation by area landowners of approximately 13.72 acres of land into the territorial limits of the City of Corpus Christi. PURPOSE: The purpose of this item is to complete processes related to annexation and economic development. The proposed annexation in the City's Extraterritorial Jurisdiction will provide for compatible future land use and development south of Oso Creek along the TxDOT Farm to Market 43 and County Road 33. BACKGROUND AND FINDINGS: There are no known dwellings or residents on the 13.72 acre parcel. The planned development annexation process will span about three months, including two City Council public hearings and two readings of the annexation ordinance. There will be approximately 50 single family homes built on 12.5 of the 13.72 acres. This being the first phase of a 650 lot development on approximately 118 acres. A Wastewater Reimbursement Agreement has been requested and will be presented to City Council in the coming weeks in association with this petition for annexation. The petition for annexation is a result of UDC Section 8.5.2.F., Property Outside City Limits, in which annexation to the City is a requirement prior to wastewater service being made available to the subdivision. This petition for annexation also is a result of a petitioners request to receive reimbursement for a Wastewater Infrastructure Construction from the Sanitary Sewer Trunk System Trust Fund. ALTERNATIVES: Per Chapter 43 of the Local Government Code, Municipal Annexation, Section 43.028.D, after the 5th day but on or before the 30th day after the date the petition is filed, the governing body shall hear the petition and the arguments for and against the annexation and shall grant or refuse the petition as the governing body considers appropriate. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: The proposed annexation is consistent with the adopted Future Land Use Plan (Ordinance 029958). The subject parcel is designated as a Planned Development Area in Plan CC. Planned Development Areas are areas which may be annexed and for which area plans are developed. EMERGENCY/ NON-EMERGENCY: Non-emergency reading. DEPARTMENTAL CLEARANCES: Legal City Manager's Office FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not Applicable Project to Fiscal Year: 2016-2017 Date Expenditures Current Year Future Years TOTALS (CIP only) Line Item Budget Encumbered / Expended Amount This item BALANCE Comments: A service plan will be developed that identifies municipal services to be delivered as required by the Local Government Code. A fiscal analysis of the cost of services will be provided to City Council. RECOMMENDATION: Staff recommends that City Council accepts the annexation petition and directs staff to prepare a service plan. LIST OF SUPPORTING DOCUMENTS: Resolution Annexation Petition Presentation with Annexation Schedule Resolution granting petition requesting annexation by area landowners of approximately 13.72 acres of land into the territorial limits of the City of Corpus Christi WHEREAS, on March 29, 2018 the City received a petition requesting annexation by area landowners; WHEREAS, Texas Local Government Code §43.028 requires the governing body to hear the petition and the arguments for and against the annexation and shall grant or refuse the petition as the governing body considers appropriate after the 5th day but on or before the 30th day after the date the petition is filed; WHEREAS, Texas Local Government Code §43.065 requires the City to direct its staff to prepare a service plan that provides for the extension of municipal services to the area to be annexed; and WHEREAS, Texas Local Government Code §43.063 provides that the City should conduct two public hearings at which persons interested in the annexation are given the opportunity to be heard; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI THAT: Section 1. The City Council grants the petition requesting annexation by Elizabeth Anne Meaney, Reagan Brown, Bill Brown and Alyssa Ann Brown of approximately 13.72 acres of land into the territorial limits of the City of Corpus Christi attached in Exhibit "A". Section 2. The City Council directs staff to take the necessary actions to institute annexation proceedings upon completion of service plan. Section 2. The City Council directs the staff to prepare a service plan that provides for the extension of municipal services to the annexation area. Section 3. The City Council hereby directs staff to schedules two public hearings on this annexation during regular City Council meetings. Section 4. The City Secretary is hereby authorized and directed to cause notice of such public hearings to be posted on the City's Internet website and published once in a newspaper having general circulation in the city and in the above-described territory not more than twenty (20) days nor less than ten (10) days prior to the date of such public hearings. Section 5. The provisions of this resolution shall become effective immediately upon final passage. 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 PETITION REQUESTING ANNEXATION BY ARI A tsf M1fp0liYttiE1L5 TO THE MAYOR OF THE GOVERNING BODY OF CORPUS CHR-STI,TEXAS: The undersigned owners of the hereinafter described tract of lend,which is vacant and without residents,or on which fewer than three qualified voters reside,hereby petition your honorable Body to extend the present city limits so as to include as pan of the City orCorpet_s Christi,Texas,the following described territory,to wi_ 13.72 acre tract FI ELDNOTES FTELDNOTES for a 13.72 Acre Tract,comprising of a L 19 Acre Tract:(pretiously surveyed)being out of a 173.21 Acte Tract out of Section"D ram",Lnureles FaTracts, a mop of which is recorded in Volume 3, Page 15, Map Records of Nueces County, Teras; said 17.3.21 Acre Tract being the same property conveyed from Mary Cecile Meaner-,a married woman,its her separate property and estate to Elizabeth Anne Meaney Trustee of the Lucy A. Haynes Trusts, recorded in Document No. 2014032038, Official Public Records of Nueces County, Texas; and evidW a portion of County Road 33 and a 12.50 Acre Tract(previously surveyed)simuated in the Cuadrille Irrigation Company Survey-No.Survey 139,Abstract 377,and the I.&G.y.R.R Survey No. 140. Abstract 612,m shown on the map Of lAtsreles Farm Tracts,a trap of which is recorded in Volume 3,Page 15,h4ap Records of Nueces County.Texas;said 12.50 Acre Tract Eyeing a portion of Tract If.described as a 118.1x6 Acre Tracl in a Correction Warranty Decd From Sheilah London to BW I. Brown, Reagan Travis Brawn and Alyssa Ann Brown McCoy, recorded in Document No.201541169,Official Public Records of Nueces County,Texas;said 13.75 Acre Tract being described by metes and bounds as follows, Commencing at a 3/8 inch Iron Rod Fotmd,being the Southwest corner of to 308.99 Acre Tract described in Special Warranty Deed from The Joslin Partncrship, Ltd., to 13tt: City of Carpus Christi, recorded in Doeu ment No.941343,said Official Public Records,For the Southwest corner of an 8.00 Acre Tract described in Gift Deed from Mary Cecile Meaney to Agape Ranch, recorded in Document No, 2016053230,said Official Public Records; Thence,North 89'12'59"l=ast,Kith the South boundary of the said 308.99 Acre Tract,the North boundary of[ht:said 173.21 Acre Tract,75.13 I"eet,to a 12 Inch Iron Rod with green plastic cap stamped "MEAN ENGR CCTX"Set.for the "Point of Beginning"and Northwest corner of this Tract; Thence. North 89'12'59^East, with the common boundary of the said 308.99 Acre Tract and 173-21 Acre Tract,40.00 Feet, to a 1 2 Inch iron Rod with green plastic cap stamped"URBAN ENGR CCT30 Sct,for!hc Northeast corner of this Tract; Thrace, South 00347'0I' East,over and across the said 173 21 Acre Tract, 175.00 Feet,to a 1/? Loch Iron Rod with green plastic cap stamped 'URBAN ENGR CCCX"Set,for the Southeast corner of this Z ract•• Onto Filedrr -vd 1 RECEIVED . ? 9 MAR 2018 . %te�ccaite�I�: Cf of Corpus Christi City Secretary Development Services Thence,South 89°12-59"West,at 1169.54 Feet,pass a 1/2 Inch Iran Rod with green plastic cap stamped"URBAN ENGR CCTX"Set, on the apparent East Right-of-Way line of County Road 33 and the West boundary of the said 173.21 Acre Traci, continuing over and across the said County Road 33 (ROW varies),in all 1194.35 Feet,to the apparent West Right-of--Way lute of the said County Road 33, the East boundary line of the said 12.50 Acre Tract,for a corner of this Tract; Thence,South 20'131251'West,with the common boundary line of the said`Ales£Right-of-Way and the said 12.50 Acre Trac4 371.93 Feet, 10 the Southeast coma of the said 12.50 Acre Tract, from whence a 5/9 Inch Iran Rod with red plastic cap stampcd"URBAN SNGR CCTX"Found,on the apparent West Right-of-Way line ofCounty Road 33, for the Northeast corner of a 20.0()Ache Tract described in a Special Warranty GiftDred from Sheilah Ruth London to London Independent School District,recorded in Document Number 2005027456,said Official Public Records bears,South 20013'25"West, 1104.94 Fect; Thence,with the boundary ofthe said 12.50 Acre Trdet and this Tract as follows: e Noah 691146135"West,504.56 Feet,for a corner of this Tract; • South 88°42136"Wcst,448.52 Feet,to the Southwest corner of this Tract; a North 01 000'19"West,484.75 f cc4 to the Northwest comer of this Tract; • North 813'42'36"East,748.87 Fect,fora comer oftWs Tract; o South 69°46'35"East,400.66 Feet,to the said West Right-of Way lime for the Northeast corner of the said 12.50 Acre Tract and this Tract,from whence a Moil Found on the said apparent West Right-of-Way line of County Road 33 bears,North 20213'25"East,1706.73 Feet; Thence,South 20013725"Wes4 with the common boundary line of the said West Right-of-Way line and the said 12,50 Acre Tract, 147.22 Fcet,for a corner of this Tract; Thence,North 89012'59"Ear over and across the said County Road 33,at 25.90 Feet,pass a 1/2 Inch Iron Rod with green plastic cap stamped"URBAN ENGR CCTX"Set,an the apparent East Right- of-Way lime of County Road 33(ROW varied, and the West boundary of the said 173.21 Arun Tract, for• the Northwest corner of the said L19 Acre Tract,in all 113899 Fect,to a 112 Inch Iron Rod Kith gran Plastic cap stamped"URBAN ENGR CCT-X"Set,for an inner ell comer of this Tract; Thence,North 00047'01"West, 135.00 Feet,to the Point of Beginning,containing 13.72 Acres(597,449 Sq.Ft)of Land,more or less. Grid Bearings and Distances shown hercon are referenced to lbr Texas Coordinate System of 1983,Texas South Zone 4205,and are biased on the North American Datum of 1983(2011)Epoch 201000. Date Filed - �1� RECEIVED �,4z ECEIVED LL,�4z . 2 9 MAR 2018 . EXHIBIT A Aebecca Huerta City of Corpus Christi City Secretary Development Services We certify that the above described tract of Sand is contiguous and adjacent to the City of corpus Christi,Texas,and that this petition is signed and duly acknowledged by each and every person having an interest in said land. t 3/iS�/a or L 4:c III he:I=a.nithe fin TEFA A KE LY 11/ WARY KSM STATE OFTEM fi MY CM"W.in I= wnxivio ixxm" T=u and that this pe III tian is s ped and duty a Im a wUpd by cich end cv=y pawn having an Mccr= in said ,I 47 4 &4j, r 4 11-M STATE OF TEXAS COUNTY OF 114 La I BEF RE Mthe undcmi -1 authority,an th;,day. �vxppczrcd ME, 1, Ari .d AjJJ. __I .1. knGWn LO MC LD be Lk;Xas wb=mm,�.�cjjqHhscfibod to the forcsOL-lit izw=cnl cid each acknoMedged to me that he c=utcd the nne for Ek purposes and cans."d=IM L!•=r= - , 't Given under my hand and seal orofFicr,this ;yc, T."d ff ff AAMA ILAN SL9T--1I N'."OtIM060 orc�UP-E.Vm Notary Public in and for k-1.2w, T— REI Date Filed IRTIECEIVED eo / + ) -4 MAR 2018 # Rebecca HueAA city of Corpus Christi City Secretary Development Services w 1 I in• I AC.N P I7 5....•y V 33 I j I •+1 e r ow 5•ctsp•1 Yl' Laaw. rq� 71Prra a� C vsr a Ty 17 _P fa....r r.n J It,—. nwy...' 1:yam Ah.+•Mn llrar• #A•s� ] Nera 1)']9 i - �Yo1r11 al L34'J'n,k,n� m a"cHrTt,tln 1�1._, -LI t.7 l'1.7Q_-lgrw tC_fIYt�1L1!!Ly/I�Lamm"z f ✓tl�l�eft Oww�w�a Mw►�1 hylLr• .tr 77121 Ar•f8 rr qrt n•11 nl i � `•cllun 'n' roar N•• i�� 4oc1a VW 3' Py I•S. upP n.c d• of ly�•r•• Ca.nly T•..• .+^ C•nnnrm A.+n. u..;..•y r+v.l.. .,r r 1 luCr A trrr rna• icy. } Lp tK .i{n ]Ur In l7 USn L`f•P N r Y) -- I rff 4 1 SkCtch LO Ar3rir ELANp11..S 13 ACACrot vm . cprtn ny an [1 Ac a Tr GI(prbop ply aL'r•ro yed) bn!.ily cart n1 a 17371 AC,. lr ar_I r 1 .1 '.:perFan t), Lwra141r arm Tr.a to n mop of .rdeh la racurdva In v0lama 3 P q. 1 uap _ H ecru r;A qr N mcnP CCunry. Pease. ..Id 173 21 A=a Tr I It, qnn camp OATL, �.1nrrF 1L1,JO3 :rF nfly c�etye,l Ir6rn Narr CeCl+a uaaarpy arrlrlllea .=mannE n' OATSCALE. 1 , ;!(enlr.l nlq . Tru ty nnA aylota L❑ LIlraanSn Anno uear ny Irutrrn �; t11n + ,)p© t1O 4191]0 A tlaynpa Tru�ln me nr nq in L7).u-n C-tl M7l)J.103:L131tPv711eSF1EE d. 1 of 2.{a cxdp ur ti+n can Cca:nl Tn.a nd Illl n ! l - 3'_Trar.!(pra.`ouniy q...rA7d)ptt3 1tpi1 In 41a rred'Yio DRAWN BY Jb+-K. 1 7G Abn[rd¢I S77 end tr_ 1.4.G N T;H rrrbr —rvvylCumt:-Ah5lrata 8t2 nn y- Iter: —op ar Ln.rain. F.,_ ____ e3Alq Yy urbcn Fn%jTroc In v ♦r•r11 pl r!iich 1■ recerdad In l'ai.ran 3. Puu. 71 dphveee� fa.lnll iz*aaBald 12.!,(J At: Trucl r-r..., a linof lrael 11.un q 11817G Acsa IrdcL kr :1 Ca - Knrrdwly flan.! !r;_mSl.nllahlu 11R J HrC.'. kmoUun bz-fo Firu•rn gild Alyaeu Aar• r3ra.n E=N01NL__L NCC-.+y mer+r{n 1 U?4cvT w.! N-r 2r11:.l71Ir:11 Olfi cidf irvLlic Ti ac ordp of Nu ac4n wrnly Inr;ln Date FleRECEIVED d Ir • Z 9 MAR 2018 • 'Rebecca Huerta City of Corpus Christi City Secretary Develovment Services n..ar�u ae. f i i � f l Si lE f F-.F,{ 43 r i I COUNT)' OF NL).'-CES t CITY OF '.ORPU5 CHRIST) - �pC{. FiON MAP N.'i S. i I OAT- "Orcl, 25. 2018 SCALE' t SAO ENCaInIEEr'iING SltkN�= E fi' 7 or 2 DAM 3Y OC wb-ylaurp Da#e Fled r aolF RECEIVED . Z 9 MAR 2019 + Rebecca Haerta City Secretary City of Corpus Christi Deveiopment Services • • Petition Requesting Annexation by Area Landowners (1 Tract, 13.72 acres) Proposed Resolution to Initiate Annexation City Council Presentation April 17, 2018 Background • The Texas Local Government Code section 43.028 provides for a process that allows a property owner to petition for annexation if certain criteria are in place: (land is half mile or less in width, contiguous to annexing municipality, and is vacant (or with fewer than 3 registered voters) • This resolution is the first step in the process acknowledging the request and sets a schedule to conduct the required public hearings and possible Ordinance adoption that would annex the property. • No decision about the annexation is being made today. • Setting the schedule for the required public hearings and directing staff to develop a service plan. = Background • The petition to be annexed makes the applicant eligible to receive city wastewater service per UDC section 8.5.2.F. • Application received for reimbursement from the Wastewater Trunk Line fund for lift station and other related improvements on March 1 , 2018. • A Wastewater Master Plan was approved for this area in 2017 making the area eligible for trust fund reimbursement. • Consideration of a reimbursement agreement will be the next item for City Council consideration. Aerial Overview of Annexation Tract It o 0 Corpus Christi City Limits y Subject Tract: 13.72 acres Future Phases(118 acres) I{ 3 4 Annexation Tract t N a Corpus Christi City Limits Subject Tract: 13.72 acres Annexation Schedule 4-17-2018 — Future Item on City Council Agenda 4-24-2018 — City Council Annexation Resolution 7-26-2018 — Public Notice for 1 st Public Hearing 8-02-2018 — Public Notice for 2nd Public Hearing 8-14-2018 — 1St City Council Public Hearing 8-21-2018 —2nd City Council Public Hearing 9-18-2018 — 1St Reading of an Ordinance 9-25-2018 — 2nd Reading of an Ordinance —Annexation Complete 0 Staff Recommendation Accept the annexation petition and direct staff to prepare a service plan SC o� �Va. AGENDA MEMORANDUM Future Item for the City Council Meeting of April 17, 2018 "`O"°O""`E�1852 Action Item for the Cit Council Meeting of April 24, 2018 DATE: March 13, 2017 TO: Margie C. Rose, City Manager FROM: Daniel McGinn, Director of Planning and ESI Daniel Mc(c-cctexas.corn (361) 826-7011 Consulting Services for RESTORE Act Project Development and Grant Application Preparation and Submittal CAPTION: Motion authorizing contract with Sarosdy Consulting, Inc., of Austin, Texas, for one year for grant proposal development, submittal and advisor services associated with the RESTORE Act for$49,595 with options to extend for up to two additional one-year periods with a total potential multi-year amount not-to-exceed $148,785. PURPOSE: Authorize execution of a one-year contract with two optional renewals with Sarosdy Consulting to assist with development of potential grant applications from the City for relevant buckets of RESTORE Act funds, as available. BACKGROUND AND FINDINGS: The Resources and Ecosystem Sustainability Tourist Opportunities, and Revived Economies of the Gulf Coast States Act of 2012 (RESTORE Act)was enacted in July 2012. According to the 2016 Comprehensive Plan, "The Act calls for a regional approach to restoring the long-term health of the valuable natural ecosystems and economy of the Gulf Coast region. The RESTORE Act dedicates 80 percent of civil and administrative penalties paid under the Clean Water Act, after the date of enactment, by responsible parties in connection with the Deepwater Horizon oil spill to the Gulf Coast Restoration Trust Fund(Trust Fund) for ecosystem restoration, economic recovery, and tourism promotion in the Gulf Coast region. This effort is in addition to the restoration of natural resources injured by the spill that is being accomplished through a separate Natural Resource Damage Assessment (NRDA)under the Oil Pollution Act. A third and related Gulf restoration effort is being administered by the National Fish and Wildlife Foundation(NFWF)using funds from the settlement of criminal charges against BP and Transocean Deepwater, Inc." There are five buckets of RESTORE Act funding: Bucket 1 ($1.9 B) Gulf States Portion, 35 percent, which is divided equally among the five Gulf states to be used for ecological and economic restoration; Bucket 2 ($1.613) Council-Selected Restoration Component, 30 percent of the available funding administered for Gulf-wide ecosystem restoration and protection, according to the Initial Comprehensive Plan developed by the federal RESTORE Act Council Bucket 3 ($1.613) Spill Impact Component, 30 percent is allocated to the states under the according to the formula and regulation approved by the RESTORE Council Bucket 4 ($133.3M) 2.5 percent of the National Oceanic and Atmospheric Administration (NOAA) Science Component(plus 25 percent interest earned) dedicated to the Gulf Coast Ecosystem Restoration Science, Observation, Monitoring, and Technology Program Bucket 5 ($133.3M) 2.5 percent to a Centers of Excellence Component (plus 25 percent of interest earned) dedicated to the Centers of Excellence Research Grants Program The RESTORE Council established the following goals for the program: Goal 1: Restore and Conserve Habitat Restore and conserve the health, diversity, and resilience of key coastal, estuarine, and marine habitats; Goal 2: Restore Water Quality and Quantity Restore and protect the water quality and quantity of the Gulf Coast region's fresh, estuarine, and marine waters; Goal 3: Replenish and Protect Living Coastal and Marine Resources Restore and protect healthy, diverse, and sustainable living coastal and marine resources; Goal 4: Enhance Community Resilience Build upon and sustain communities with capacity to adapt to short-and long-term changes; and Goal 5: Restore and Revitalize the Gulf Economy Enhance the sustainability and resiliency of the Gulf economy. In 2016, the State of Texas requested project proposals for the first round of Bucket 1 funds. Below are the projects submitted. None of the projects were selected for consideration. However, several projects proposed by Nueces County were selected. Project Name Description Funding Requested Oso Bay Wetland Construct the 2,446 square foot center, with 785 $1,078,214 Preserve Visitor Center square feet of dedicated space for museum and Exhibit Hall quality educational exhibits, as the last construction phase of the larger Oso Bay Coastal Environmental Learning Center and Wetland Preserve project. Oso Creek/Oso Bay Restore 60 acres of coastal prairie through the $349,000 Prairie Land Restoration removal of non-native invasive grasses and Brazilian Peppertree, and the planting of native species at three parks in the Oso Creek/Oso Bay watershed that the City manages as nature reserves. Acquisition Of Multi-Use Purchase a custom multi-use vessel to: $700,000 Vessel With Trash- mechanize floating marine debris removal, Skimming Capabilities reduce human exposure to health hazards of For Corpus Christi marine debris; simplify solid waste disposal for Marina collecting marine debris; reduce labor cost for trash skimming and waste disposal, and enhance the emergency response capabilities of the Marina. Community-Wide Establish a Community-Wide Rainwater $1,664,160 Rainwater Harvesting Harvesting (RWH) Program by offering rebates Program for the purchase and installation of RWH systems --non-pressurized (i.e., rain barrels) in households of 8,000 residential customers, as well as pressurized systems (i.e., large cisterns with pumping capacity) in 130 residential and commercial customers, over a three-year period. The City would also engage in a robust public outreach initiative to promote the rebate program and to educate the public about stormwater issues and water conservation. TOTAL 1 $3,791,374 The Governor's Office, Rebuild Texas and the Texas Commission on Environmental Quality (TCEQ) are actively identifying potential projects from coastal communities to address impacts from Hurricane Harvey using Bucket 3 funds. The focus is on economic restoration of coastal communities, especially through ecotourism and community resiliency.. The City staff does not currently have the bandwidth to develop potential Bucket 3 projects which meet RESTORE Act eligibility and Bucket 3 goals. Mrs. Sarosdy's expertise would greatly assist the City in this effort. ALTERNATIVES: Not approve the proposed motion to obtain consulting services to pursue RESTORE Act Funding for various Parks and Rec, Marina, Utility and Environmental Projects. 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: Non-emergency DEPARTMENTAL CLEARANCES: Planning and ESI, Legal, Intergovernmental Affairs FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget $150,00.00 Encumbered/Expended Amount This item $49,595.00 BALANCE $100,405.00 Fund(s): Water Fund Comments: None RECOMMENDATION: Staff recommends approval of the contract with Sarosdy Consulting due to her experience, knowledge, skills and contacts with the highly specialized and unique RESTORE Act process. Funding for the RESTORE Act will be available for many more years and assistance is needed to position the City to take advantage when funds are made available to address infrastructure investments, regulatory mandates, while limiting financial burdens on local tax and rate payers. LIST OF SUPPORTING DOCUMENTS: Presentation Contract Certification of Funds ENVIRONMENTAL CONSULTING AGREEMENT THIS CONSULTING AGREEMENT("Agreement") is made and entered into by and between the City of Corpus Christ, a Texas home-rule municipal corporation ("City"), acting through its duly authorized City Manager or designee, and Sarosdy Consulting, Inc., a Texas corporation with its principal place of business in Austin, Texas ("Consultant"). WITNESSETH: WHEREAS, Consultant is recognized as an expert in matters involving restoration grant funding arising from the April 2010 Deepwater Horizon incident and its legal aftermath; and WHEREAS, Consultant has experience working with contractors managing federal disaster response and recovery funding for a state agency; and WHEREAS, the City desires to retain Consultant to provide services related to and in support of efforts in which Consultant has expertise and experience; and WHEREAS, Consultant is in the business of providing such consulting services and has agreed to provide the services in accordance with the terms and conditions set forth in this agreement; NOW,THEREFORE, in consideration of this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Services Performed By Consultant: Consultant shall furnish the City with its advice, information,judgment and knowledge with respect to the services related to and in support of efforts in which Consultant has expertise that is to be provided in accordance with this Agreement. Specifically, Consultant shall perform the services with respect to Deepwater Horizon restoration funding described in Exhibit A, which is considered part of the Agreement in its entirety ("Services"). 2. Term: This Agreement is for 12 months, with performance commencing upon the date of issuance of a notice to proceed from the Contract Administrator. The parties may mutually extend the term of this Agreement for up to two additional 12-month periods ("Option Periods"), 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. Early Termination: Either party may terminate this Agreement without cause at any time by giving written notice specifying a termination date at least thirty (30) days subsequent to the date of the notice. Consultant shall be entitled to payment for services performed prior to the effective date of termination. 4. Compensation and Payment:The total value of this Agreement is not to exceed FORTY-NINE THOUSAND FIVEHUNDRED NINETY-FIVEAND ZERO ONE-HUNDREDTHS DOLLARS ($49,595.00), payable in monthly installments as described herein. The first installment should be paid at the end of the month that includes the effective date of the Agreement in the amount of FOUR THOUSAND ONE HUNDREDTHIRTY-TWO AND EIGHTY-EIGHTONE-HUNDREDTHS DOLLARS ($4,132.88), and additional monthly installments should be paid at the end of each following month in the amount of FOURTHOUSAND ONE HUNDRED THIRTY-TWO AND NINETY-TWO ONE-HUNDREDTHS DOLLARS Consulting Agreement between City of Corpus Christi and Sarosdy Consulting 03/15/18 Page 1 of 8 ($4,132.92), 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. S. Contract Administrator. The Contract Admistrator designed 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: Sharon Bailey Lewis, Environmental Program Specialist 6. Confidentiality. Consultant shall treat its performance hereunder and all information generated in the performance of this Agreement, whether the property of City or Consultant, as confidential, and shall not release such information to any governmental agency or third party without the written consent of City, unless the release of such information is required by a lawful court order. Consultant shall not publicize the performance of services for the City in any sales brochure, resume of work, or reference list without City's written consent. These obligations shall continue beyond the termination of this Agreement. 7. Breach: In the event of a breach hereunder and a failure to cure such breach within thirty (30) days of written notice of such breach, this Agreement may be terminated by either party upon written notice. 8. Severability:The provisions of this Agreement are severable, and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially enforceable provision to the extent enforceable in any jurisdiction, shall nevertheless be binding and enforceable. 9. Assignment: The rights and obligations of the City under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of the City. The rights, obligations and duties of Consultant hereunder may not be assigned or delegated without the City's prior written consent. 10. Relationship of the Parties. Consultant is and shall be an independent contractor and, subject only to the terms of this Agreement, shall have the sole right to supervise, manage, operate, control, and direct performance of the details incident to its duties under this Agreement. Nothing contained in this Agreement shall 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 City any liability whatsoever with respect to the indebtedness, liabilities, and obligations of Consultant. Consultant may not use subcontractors in connection with the work performed under this Agreement except with prior written approval of the Contract Administrator. In using subcontractors, the Consultant is responsible for all of their acts and omissions to the same extent as if the subcontractor and its employees were employees of the Consultant. All requirements set forth as part of this Agreement, including the necessity of providing a certificate of insurance in advance to the City as applicable to all subcontractors and their employees to the same extent as if the Consultant and its employees had performed the work. Consulting Agreement between City of Corpus Christi and Sarosdy Consulting 03/15/18 Page 2 of 8 11. Warranty: Consultant warrants that all services performed under this Agreement shall be performed consistent with generally prevailing professional or industry standards. City must report any deficiencies in Consultant's services to Consultant in writing within sixty (60) days of performance to receive warranty remedies. City's exclusive remedy for any breach of the above warranty shall be the re-performance of Consultant's services. If Consultant is unable to re-perform the services, City shall be entitled to recover the fees paid to Consultant for the deficient services. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY ORAL OR WRITTEN REPRESENTATIONS, PROPOSALS OR STATEMENTS MADE PRIOR TO THIS AGREEMENT. 12. Taxes: The charges included here do not include taxes. Consultant acknowledges and agrees that it shall be solely responsible to pay any and all taxes including but not limited to payroll, FICA, corporate and franchise taxes on any moneys earned from City while performing services contemplated under this Agreement. 13. Notices: Any notices or other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and delivered when delivered in person, three (3) days after being mailed postage prepaid by certified or registered mail with return receipt requested, or when delivered by overnight delivery service or by facsimile to the recipient at the following address or facsimile number, or to such other address or facsimile number as to which the other party subsequently shall have been notified in writing by such recipient: If to the City: City of Corpus Christi Attn: Sharon Bailey Lewis, Environmental Program Specialist P.O. Box 9277 Corpus Christi, TX 78469-9277 Phone: (361) 826-4066 Email: SharonL@cctexas.com If to the Consultant: Jane Sarosdy Sarosdy Consulting, Inc. 13505 Lamplight Village Avenue Austin, TX 78727-1509 Phone: 512.217.1223 Fax: 512.223.2978 Email: lane@sarosdyconsulting.com Consulting Agreement between City of Corpus Christi and Sarosdy Consulting 03/15/18 Page 3 of 8 14. Remedies. Either party's failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any such provision or provisions as to prior or future violations thereof or of any other provision of this Agreement, nor prevent that party thereafter from enforcing each and every other provision of this Agreement. The rights granted the parties herein are cumulative and the waiver by a party of any single remedy shall not constitute a waiver of such party's right to assert all other legal remedies available to him or it under the circumstances. 15. Governing Law and Venue. This Agreement shall be governed by, and construed according to, the substantive laws of the State of Texas, exclusive of conflicts of law provisions. Venue of any suit brought under this Agreement shall be in a court of competent jurisdiction in Nueces County, Texas. NOTHING IN THIS PARAGRAPH SHALL BE CONSTRUED ASA WAIVER OF SOVEREIGN IMMUNITY BY CITY. 16. Use of Pronouns. The pronouns used herein shall include, where appropriate, either gender or both, singular and plural. 17. Entire Agreement. With respect to its subject matter, this Agreement constitutes the entire understanding of the parties superseding all prior agreements, understandings, negotiations and discussions between them whether written or oral, and there are no other understandings, representations, warranties or commitments with respect thereto. 18. Original Documents. This Agreement may be signed in one or more counterparts, each of which when exchanged will be deemed to be an original, binding upon the parties as if a single document had been signed by all, and all of which when taken together will constitute the same agreement. Any true and correct copy of this Agreement made by customary, reliable means (e.g., photocopy or facsimile) shall be treated as an original. 19. Modifications. No modification to this Agreement, nor any waiver of any rights, will be effective unless assented to in writing by the party to be charged. 20. Indemnification. CONSULTANT COVENANTS TO FULLY INDEMNIFY, SAVE, AND HOLD HARMLESS THE CITY, ITS RESPECTIVE OFFICERS, EMPLOYEES, AND AGENTS ("INDEMNITEES")AGAINST ALL LIABILITY, DAMAGE, LOSS, CLAIMS DEMANDS, AND ACTIONS OF ANY KIND ON ACCOUNT OF PERSONAL INJURIES (INCLUDING, WITHOUT LIMITING THE FOREGOING, WORKERS' COMPENSATION AND DEATH CLAIMS), OR PROPERTY LOSS OR DAMAGE OF ANY KIND, 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 CONSULTANT ACTIVITIES CONDUCTED UNDER OR INCIDENTAL TO THIS AGREEMENT. CONSULTANT MUST, AT ITS OWN EXPENSE, INVESTIGATE ALL THOSE CLAIMS AND DEMANDS, ATTEND TO THEIR SETTLEMENT OR OTHER DISPOSITION, DEFEND ALL ACTIONS BASED ON THOSE CLAIMS AND DEMANDS WITH COUNSEL SATISFACTORY TO INDEMNITEES, AND PAY ALL CHARGES OF ATTORNEYS AND ALL OTHER COST AND EXPENSES OF ANY KIND ARISING FROM THE LIABILITY, DAMAGE, LOSS, CLAIMS, DEMANDS, OR ACTIONS. 21. Insurance. Before performance can begin under this Agreement, Consultant must deliver a certificate of insurance ("C01") as proof of the required insurance coverages to the City's Consulting Agreement between City of Corpus Christi and Sarosdy Consulting 03/15/18 Page 4 of 8 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 provided copies of all insurance policies within 10 days of the City Manager's written request. Consultant shall provide insurance as required by the attached Exhibit B. 22. Disclosure of Interests. Consultant agrees to comply with City of Corpus Christi Ordinance No. 17112 and complete the Disclosure of Interests form as part of this Agreement. Consultant agrees to comply with Texas Government Code Section 2252.908 and complete and submit Form 1295 Certificate of Interested Parties. Consultant agres to comply with Chapter 176 of the Texas Local Government Code and file Form CIQ with the City Secretary's Office is required. The signatory executing this Agreement on behalf of Consultant verifies that the Consultant does not boycott Israel and will not boycott Israel during the term of this Agreement. 23. Non-appropriation of funds. The continuation of this Agreement after the close of any fiscal year of the City, which fiscal year ends on September 30'h 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 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 sole discretion when adopting each budget. 24. Duties upon termination or expiration of this Agreement. Within 30 days of termination or expiration of this Agreement, Consultant shall provide City with copies of all records created or maintained by Consultant arising under this Agreement. 25. Authority To Execute. The person(s) executing this agreement hereby represent and warrant that each respectively has the authority to execute this agreement on behalf of the party for which he is executing. The remainder of this page is intentionally left blank. Consulting Agreement between City of Corpus Christi and Sarosdy Consulting 03/15/18 Page 5 of 8 IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the Effective Date set forth in Paragraph 3 herein. CITY OF CORPUS CHRISTI Sarosdy Consulting, Inc. Margie C. Rose (Date) Jane Sarosdy (Date) City Manager President 13505 Lamplight Village Avenue Austin, TX 78727 512/217-1223 Office 512/233-2978 Office Fax RECOMMENDED Daniel McGinn (Date) Assistant Director of Environmental and Strategic Initiatives APPROVED Office of Management and Budget (Date) APPROVED AS TO LEGAL FORM Legal Department (Date) Project Number:XXXXXXXXXXXX Funding Source:530000-4010-30030 Encumbrance Number: Consulting Agreement between City of Corpus Christi and Sarosdy Consulting 03/15/18 Page 6 of 8 EXHIBIT A SCOPE OF SERVICES As part of the City of Corpus Christi's contract with Sarosdy Consulting, Inc. ("Consultant"), the City requires the following Scope of Services: • Task 1: Provide assistance in developing strategies to achieve successful outcomes for available grant funds from Deepwater Horizon restoration funders (e.g., Gulf Coast Ecosystem Restoration Council, National Fish & Wildlife Foundation, Deepwater Horizon Natural Resource Damage Assessment Trustees, TCEQ's RESTORE Act Grant Program) to support City's environmental, infrastructure, economic sustainability and resiliency goals. • Task 2: Provide assistance to City staff as appropriate by helping to formulate and review project goals, budgets, scopes of work, estimated budgets, permit applications (where applicable), and similar documents to develop projects aligned with the Deepater Horizon funders' and the State of Texas' frameworks, guidelines, or other relevant plans for available restoration grant funding opportunities which achieve City's environmental, infrastructure, economic sustainability and resiliency goals. • Task 3: Assist in coordinating the collection of critical environmental, economic, financial, demographic, and other necessary data for projects aligned with the Deepwater Horizon restoration funders' and the State of Texas' frameworks, guidelines, or other relevant plans and to advocate the City's project submittals and promote successful grant award funding decisions. • Task 4: With the review and approval of City departmental staff, prepare and submit applications for available grant funding opportunities which achieve City's environmental, infrastructure, economic sustainability and resiliency goals for projects aligned with the Deepwater Horizon restoration funders' and the State of Texas' frameworks, guidelines, or other relevant plans. • Task 5: Assist in developing partnerships and collaborations on project submittals with other governmental entities and non-governmental organizations which achieve City's environmental, infrastructure, economic sustainability and resiliency goals for projects aligned with the Deepwater Horizon restoration funders' and the State of Texas' frameworks, guidelines, or other relevant plans. • Task 6: Provide assistance to City staff to gain an understanding of federal and state disaster response and recovery programs of potential benefit to the City in the aftermath of Hurricane Harvey and guidance as appropriate in procuring and working with contractors to help the City obtain funding and reimbursement through such programs. • Task 7: Work with any necessary subcontractors or consultants approved by City Consulting Agreement between City of Corpus Christi and Sarosdy Consulting 03/15/18 Page 7 of 8 contract administrator/project manager to accomplish the tasks and achieve the successful outcomes of the contract. • Task 8: Attend meetings, conferences, hearings, and events as assigned by the contract manager or project manager to represent the City and its interests. May be authorized to speak on behalf of the City. • Task 9: Additional duties may be requested by the contract manager or project manager to accomplish the tasks and achieve the successful outcomes of the contract. Consulting Agreement between City of Corpus Christi and Sarosdy Consulting 03/15/18 Page 8 of 8 TEXAS RESTORE ACT PROGRAM Consultant Contract Future Item Council Presentation l� April 17, 2018 i opus ch Vo Rf O 1 TEXAS FROM DEEPWATER HORIZON Y I h �BSz SLTF$1.2 billion,NAWCF$100 million, CWACivil Criminal Treasury$6 million N R DA NAS Gulf Research Program$500 million Penalties Penalties $8.1 billion $6.7 billion $4.4 billion NFWFGEBF$2.5 TX Share billion $Z03 million TX Share 80%RESTORE ACT$5.3 billion $238 million Bucket 1 Bucket 3 Bucket 2 Bucket 4 5 States split 5 States split 35%=$1.9 billion 30%=$1.6 billion 30%_$1.6 billion 2.5%_$133 million NRDA Trustee Implementation NOAA REsroRE TX Share TX Share RESTORE Science Program Group (TIG) NOAA,usl=ws, EPA, $373 W,inllion $121 million Council USDA NOAA,USFWS,DOD, BUCket S State Trustees Commissioner Toby DHS,EPA,USDA,AL, 2.5°6=$133 million Baker,TCEQ �� FL,LA,MI,TX 5 States Centers of Governor Greg Abbott U.S.Treasury Excellence Department TX State Trustee TX State Trustee TX State Trustee TX Share$26 million TPWD TCECL GLO TEXAS RESTORE BUCKET 1 FUNDING =MMMMM $95,857,196 $21,241,379 $21,241,379 $21,241,379 $21,241,379 $21,241,379 $21,241,379 Total Balance $117,098,575 $138,339,954 $159,581,334 $180,822,713 $202,064,092 $223,305,471 MMMM=MM $21,241,379 $21,241,380 $21,241,379 $21,241,379 $21,241,379 $21,241,379 $21,241,382 $244,546,850 $265,788,230 $287,029,608 $308,270,987 $329,512,366 $350,753,745 $371,995,127 EVALUATION CRITERIA USED IN W,F SELECTING TEXAS BUCKET 1 PROJECTS "Priorities For Restore Funded Projects" https://www.restorethetexascoast.org/wp- content/uploads/2014/0a/PrioritiesDocument_Posted.pdf AECONOMIC BENEFITS 25 Points D.PROJECT LOGISTICS 20 Points J •ob Creation and Retention •Project Readiness&Planning •Benefits Economy through Infrastructure Projects •Likelihood of Success •Promotes Economic Resiliency •Long-term Operation&Management •Beneficial Impacts to Local&Regional Economy •Success Criteria&Monitoring •Promotes Tourism,Eco-Tourism,Recreation&Wildlife Tourism •Based on Best Available Science •Promotes Gulf Seafood Marketing •Cost-Effectiveness B.ENVIRONMENTAL BENEFITS 25 Points •Restores,Conserves&Preserves Habitat E.COMMUNITY ENGAGEMENT 20 Points •Protects or Enhances Rare and Threatened Resources •Public Support&Participation •Replenishes&ProtectsLiving Coastal&Marine Resources •Financial Partners&Funding •Restores&Protects Water Quality and Quantity •Contributes to Landscape Level Environmental Enhancement DISCRETIONARY AUTHORITY C.COMPREHENSIVE FACTORS 20 Points The final project application rankings are compiled and submitted to the Governor and/or •Complements Other Projects his designee for review and final approval.The Governor or his designee may make •Promotes Community Resiliency changes to the project rankings upon consideration of other discretionary factors related to •Promotes Ecological Resiliency protecting,preserving,restoring,or enhancing the natural and economic resources of the •Part of a Federal,State or Local Coastal Plan Texas coast. •Promotes Recreational,Historical,Cultural&Educational Uses 4 opus cy Program'�~ m TCEQ & Governor's Office X852 Applications Reviewed List of 28 Bucket 1 TCEQ Bucket 1 TCEQ Bucket 1 by State Agency Staff& projects in Draft MIP Draft MIP Public Request for Grant Applications Governor's Office Released for Public Comment Period Ends Applications Submitted Apri12016—March Comment May 2017 January 2016 April 2016 2017 March 2017 Draft MIP Public Final MIP Released and Treasury Accepts TCEQ Invites Some MIP TCEQ Will Submit Comment Period Ends Submitted to Treasury Texas MIP Projects To Apply for APPlications for May 2017 November 2017 December 2017 funding Individual Projects To March 2018 Treasury Treasury Will Award TCEQ Will Invite Bucket 1 Grant Funds TCEQ Will Enter Into TCEQ Will Issue New Subgrant Agreements Remaining MIP to TCEQ for Individual Request for Grant for Individual Projects projects To Apply for Projects Funding Applications Texas Bucket 3 Program TCEQ & Governor's Office TCEQ&Governor'sOffice Working on TCEQ&Governor's Bucket 3 Initial 4 Office Will Release Draft SEP Public Final SEP Will Be Council Will Approve Programmatic State M V Comment Period Will Draft Expenditure Plan Comment End to RESTORE Council March 2018 1 TCEQ Will Issue Work Orders for SEP Approved Projects • TCEQ has not issued a request for grant applications or a call for informal proposals for Bucket 3 • TCEQ is working the John Sharp's Commission to Rebuild Texas to develop a programmatic SEP that will fund projects that help with recovery from Hurricane Harvey C� TEXAS RESTORE BUCKET 3 FUNDING $31,139,895 $6,900,414 $6,900,413 $6,900,414 $6,900,414 $6,900,414 $6,900,414 Total Balance $38,040,309 $44,940,722 $51,841,136 $58,741,550 $65,641,964 $72,542,378 $6,900,414 $6,900,414 $6,900,414 $6,900,414 $6,900,414 $6,900,414 $6,900,412 $79,442,792 $86,343,206 $93,243,620 $100,144,034 $107,044,448 $113,944,862 $120,854,274 Texas Bucket 3 3 City Priority Categories • Water Quality/Quantity • Ecotourism/Economic Revitalization • Infrastructure Resiliency and Sustainability !@ Action Request April 17, 2018 Approve a motion authorizing contract with Sarosdy Consulting, Inc., of Austin, Texas, for one year for grant proposal development, submittal and advisor services associated with the RESTORE Act for $49,595 with options to extend for up to two additional one-year periods with a total potential multi-year amount not-to-exceed $148,785. QUESTIONS? SC o� Va. AGENDA MEMORANDUM Future Item for the City Council Meeting of April 17, 2018 "`O""°p"`E1852 Action Item for the Cit Council Meeting of April 24, 2018 DATE: March 27, 2018 TO: Margie C. Rose, City Manager FROM: Dan McGinn, Director, Planning and Environmental and Strategic Initiatives DanMc@cctexas.com 361.826.7100 Interlocal Agreement for soil analysis CAPTION: Resolution authorizing the City Manager or designee to execute an Interlocal Agreement with Texas A&M AgriLife Extension Service in an amount not to exceed $2,400 for the implementation of a soil testing program. PURPOSE: This item is to approve the Interlocal Agreement with Texas A&M AgriLife Extension for soil analysis Collection of data to determine the extent of impact that the overuse of pesticides and herbicides have on Coastal receiving waters in Nueces Bay, Corpus Christi Bay, Oso Bay and Oso Creek. BACKGROUND AND FINDINGS: The City's Pesticide General Permit and Nueces County/City of Corpus Christi LEPC Risk Awareness Subcommittee Education and Outreach objectives include general awareness of and proper use and disposal of hazardous substances. This Interlocal agreement will provide soil sampling, data collection and analysis of pesticides, herbicides and fertilizers in Stormwater runoff and possible impacts to the impaired waters and hazardous algae blooms in the bays and estuaries of Corpus Christi. The project will also be used to promote and publicize the proper use, application and disposal of pesticides, herbicides and fertilizers. ALTERNATIVES: Do not adopt the resolution recommending funding. 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: Environmental and Strategic Initiatives Legal FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget 150,000.00 Encumbered / Expended Amount This item 2,400.00 BALANCE 147,600.00 Fund(s): Water Fund Comments: None RECOMMENDATION: Staff recommends adoption of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Interlocal Agreement Pesticide Discharge Management Plan Resolution authorizing the City Manager or designee to execute an Interlocal Agreement with Texas A&M AgriLife Extension Service in an amount not to exceed $2,400 for the implementation of a soil testing program. WHEREAS, Texas A & M AgriLife Extension Service and the City of Corpus Christi ("City") are authorized by Chapter 791 of the Texas Government Code to enter into an interlocal cooperation contract; WHEREAS, Section 791 .035 of the Texas Government Code states that a local government and an institution of higher education or university system may contract with one another to perform any governmental functions and services; WHEREAS, Section 791.035 provides that if the terms of the contract provide for payment based on cost recovery, any law otherwise requiring competitive procurement does not apply to the functions and services covered by the contract; WHEREAS, in 2012, the City received its Texas Pollution Discharge Elimination System (TPDES) Permit No. TXG870011 from the Texas Commission on Environmental Quality with respect to the discharge of biological and or chemical pesticides that leave a residue to water when such applications are made into or over, including near waters of the United States (U.S.) under the terms and conditions imposed by the Pesticide General Permit TXG870000 WHEREAS, in accordance with its PGP Permit, the City developed a Pesticide Discharge Management Plan (the "PDMP"); WHEREAS, the City seeks a program element to promote and publicize the proper use, application, and disposal of household chemicals including, pesticides, herbicides, and fertilizes by public, commercial, and private applicators and distributors; WHEREAS, the City will coordinate with the Texas AgriLife Extension Center to sponsor free soil testing for City of Corpus Christi residents; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. That the City Manager or designee is authorized to execute an Interlocal Agreement with Texas A & M Agrilife Extension Service for a soil testing program. A copy of the interlocal agreement is on file with the City Secretary's Office. This Resolution shall be and become effective immediately upon and after its adoption and approval. PASSED AND APPROVED this the day of ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta 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 INTERLOCAL COOPERATION AGREEMENT BETWEEN TEXAS A&M AGRILIFE EXTENSION SERVICE AND THE CITY OF CORPUS CHRISTI REGARDING SOIL TESTING PROGRAM WHEREAS, Texas A&M AgriLife Extension Service ("AGLF") and the City of Corpus Christi ("City") are authorized by Chapter 791 of the Texas Government Code to enter into an interlocal cooperation contract; WHEREAS, Section 791.035 of the Texas Government Code states that a local government and an institution of higher education or university system may contract with one another to perform any governmental functions and services; WHEREAS, Section 791.035 provides that if the terms of the contract provide for payment based on cost recovery, any law otherwise requiring competitive procurement does not apply to the functions and services covered by the contract; WHEREAS, in 2012, the City received its Texas Pollution Discharge Elimination System (TPDES) Permit No. TXG870011 from the Texas Commission on Environmental Quality with respect to the discharge of biological and or chemical pesticides that leave a residue to water when such applications are made into or over, including near waters of the United States (U.S.) under the terms and conditions imposed by the Pesticide General Permit TXG870000 WHEREAS, in accordance with its PGP Permit, the City developed a Pesticide Discharge Management Plan (the "PDMP"); WHEREAS, the City seeks a program element to promote and publicize the proper use, application, and disposal of household chemicals including, pesticides, herbicides, and fertilizes by public, commercial, and private applicators and distributors; WHEREAS, the City will coordinate with the Texas AgriLife Extension Center to sponsor free soil testing for City of Corpus Christi residents; NOW, THEREFORE, the parties hereto agree as follows: 1. PURPOSE. The purpose of this Agreement is for AGLF to provide Soil Testing and Analysis services for City of Corpus Christi residents as further described in Exhibit A. 2. STATEMENT OF WORK. AGLF agrees to perform all services as outlined in Exhibit A. 3. PERIOD OF PERFORMANCE. The work described in Exhibit A shall be conducted through August 31, 2019, unless earlier terminated in accordance with Section 5 below. Page 1 of 5 4. PRICE AND PAYMENT. A. As compensation for the performance of services and work performed under this Agreement, the City agrees to pay AGLF $8.00 per soil test analysis, not to exceed $2,400.00, which AGLF acknowledges is full cost recovery of all services provided by or thru AGLF under this Agreement. B. The parties agree that all expenditures under this agreement shall be paid with current revenues of the paying party. C. The parties acknowledge that continuation of this agreement beyond City's current fiscal year is subject to annual budget process and appropriation of funds. D. Invoices for compensation shall be submitted to the following address: City of Corpus Christi Attn: Environmental and Strategic Initiatives Department P.O. Box 9277 Corpus Christi, TX, 78469-9277 5. TERMINATION. Performance under this agreement may be terminated by either party with or without cause upon 90 written notice. 6. NOTICES. All notices to parties under this Agreement shall be in writing and sent to the names and address stated below. Either party to the Agreement may change the name and address by notice to the other in accordance herewith, and any change shall take effect immediately upon receipt of the notice. AGLF Texas A&M AgriLife Extension Service 2147TAMU College Station, TX 77843-2147 CITY City of Corpus Christi Attn: Environmental and Strategic Initiatives P.O. Box 9277 Corpus Christi, TX, 78469 7. AMENDMENTS AUTHORIZED. The representatives who were authorized to sign this agreement are authorized to execute minor amendments to this agreement, to extend deadlines or minor changes in the scope of work. Page 2 of 5 8. SEVERABILITY. If any of the provisions of the agreement in the application thereof to any person or circumstance, is rendered or declared illegal for any reason, or shall be invalid or unenforceable, the remainder of the agreement and the application of the provision to other persons or circumstances shall not be affected thereby but shall be enforced to the greatest extent by applicable law. The City and AGLF agree that this agreement shall be reformed to replace the stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. 9. DISPUTE RESOLUTION PROCESS. To the extent applicable, the dispute resolution procedures provided in Chapter 2260 of the Texas Government Code will be used to resolve contract claims under this contract 10. MISCELLANEOUS. This agreement constitutes the entire agreement between the parties relative to the subject matter and may only be modified or amended by a written agreement signed by both parties. It shall be construed in accordance with the laws of the State of Texas. IN WITNESS WHEREOF, the parties have caused this agreement to be executed by their authorized representative. Page 3 of 5 TEXAS A&M AGRILIFE EXTENSION SERVICE By: Name: Stephen A. Schulze Title: Asst. Vice Chancellor for Administration Texas A&M AgriLife Date: CITY OF CORPUS CHRISTI ATTEST By: Rebecca Huerta Margie C. Rose City Secretary City Manager APPROVED AS TO FORM: This day of , 2018 Lisa Aguilar, Assistant City Attorney For City Attorney Page 4 of 5 EXHIBIT A Description of Routine Soil Test Analysis to be Performed by AGLF The Soil, Water and Forage Testing Laboratory, Department of Soil and Crop Sciences, Texas A&M AgriLife Extension Service will conduct a routine analysis of each soil sample submitted. A Routine analysis checks for pH, nitrate, nitrogen, phosphorus, potassium, calcium, magnesium, sodium, sulfur and Conductivity. Page 5 of 5 City of Corpus Christi Pesticide Discharge Management Plan Environmental Services Department P.O. Box 9277 Corpus Christi, Texas 78469-9277 (361 ) 826-3245 Prepared pursuant to the General Permit to Authorize Point Source Discharge of Biological Pesticides and Chemical Pesticides that Leave a Residue in Water — Texas Pollutant Discharge Elimination System General Permit No. TXG870000, effective November 2, 2011. Revised 10/24/2016 Sharon Bailey Lewis, CHMM, CSI,CESCO City of Corpus Christi Pesticide Discharge Management Plan Texas Pollutant Discharge Elimination System General Permit No. TXG870000 Signature Page I, Margie C. Rose Title: City Manager (Typed or printed name) Certify under penalty of law that this document and attachments were prepared under my direction or supervision in accordance with a system designed to assure that qualified personnel properly gathered and evaluated the information submitted. Based on my inquiry of the person or persons who manage the system, or those persons directly responsible for gathering the information, the information submitted is, to the best of my knowledge and belief, true, accurate, and complete. I am aware there are significant penalties for submitting false information, including the possibility of fine and imprisonment for known violations. Signature: Date: Subscribed and Sworn to before me by the said (Title) on this day of , 20 My commission expires on the day of 120 Notary Public [SEAL] County, Texas City of Corpus Christi Pesticide Discharge Management Plan Revision 2.0 December 2016 TABLE OF CONTENTS Page Listof Tables .......................................................................................................................... iii Listof Abbreviations................................................................................................................ iv 1.0 Introduction ..................................................................................................................... 1-1 2.0 Pesticide Discharge Management Team and Responsibilities......................................... 2-1 3.0 Problem Identification....................................................................................................... 3-1 3.1 Pest Problem Description ............................................................................................ 3-1 3.1.1 Pest Management Area Geographic Boundaries................................................... 3-1 3.1.2 Pesticide Patterns for Each Treatment Area.......................................................... 3-2 3.1.3 Target Pests.......................................................................................................... 3-2 3.2 Action Threshold........................................................................................................... 3-4 3.2.1 Mosquitoes as Domestic Pests .............................................................................. 3-4 3.2.2 Mosquitoes as Vector-Borne Disease Pests........................................................... 3-4 3.3 Water Body Impairments .............................................................................................. 3-5 3.4 Target Pest Densities ................................................................................................... 3-5 4.0 Evaluation and Selection of Pest Management Strategies .............................................. 4-1 4.1 Evaluation of Pest Management Strategies ................................................................... 4-1 4.1.1 No Action ................................................................................................................ 4-1 4.1.2 Prevention............................................................................................................... 4-1 4.1.3 Physical and Mechanical Methods ......................................................................... 4-2 4.1.4 Cultural Methods.................................................................................................... 4-2 4.1.5 Biological Control Agents ....................................................................................... 4-2 4.1.6 Pesticide Application .............................................................................................. 4-2 4.2 Summary of Implemented Pest Management Strategies.................................................. 4-3 5.0 Response Procedures..................................................................................................... 5-1 5.1 Spill Response Procedures........................................................................................... 5-1 5.1.1 Procedures for Stopping, Containing, and Cleaning up Leaks, Spills and Other Releases.......................................................................................................................... 5-1 5.1.2 Equipment and Training for Spills and Clean-ups................................................... 5-3 5.1.3 Procedures and Schedules to Minimize Potential for Spills and Leaks.................... 5-3 5.1.4 Chain of Command for Spill Notifications ................................................................ 5-3 5.2 Equipment Maintenance Schedules and Procedures.................................................... 5-4 5.3 Adverse Incident Response Procedures....................................................................... 5-4 5.4 Visual Evaluations ........................................................................................................ 5-7 6.0 Pesticide Discharge Management Plan Modifications ..................................................... 6-1 i City of Corpus Christi Pesticide Discharge Management Plan Revision 2.0 December 2016 APPENDICES Appendix A General Location Map Appendix B Pesticide General Permit Appendix C Self-Certification Form for Level IB Operators Appendix D Adverse Incident Notifications and Reports Appendix E Spill or Leak Notifications and Reports Appendix F Agreements with Contractors Appendix G Pesticide Application Log and Reports Appendix H Pesticide Discharge Management Plan Modification Log Appendix I Other Noncompliance Reports Appendix J Annual Reports Appendix K Certifications and Licenses ii City of Corpus Christi Pesticide Discharge Management Plan Revision 2.0 December 2016 LIST OF TABLES No. Description Page 2-1 Pesticide Discharge Management Team and Responsibilities............................... 2-2 3-1 Classified Receiving Waters within the City Limits of Corpus Christi...................... 3-2 5-1 Important Contact Information ............................................................................... 5-6 City of Corpus Christi Pesticide Discharge Management Plan Revision 2.0 December 2016 LIST OF ABBREVIATIONS EPA United States Environmental Protection Agency NJLT New Jersey Light Traps NOI Notice of Intent PDMP Pesticide Discharge Management Plan PGP Pesticide General Permit TCEQ Texas Commission on Environmental Quality TDA Texas Department of Agriculture US United States iv City of Corpus Christi Pesticide Discharge Management Plan Revision 2.0 December 2016 1.0 INTRODUCTION The Texas Commission on Environmental Quality (TCEQ) regulates the point source discharge of biological and chemical pesticides that leave a residue in water through General Permit No. TXG870000, also known as the Pesticide General Permit (PGP). The PGP became effective on November 2, 2011, and applies to entities that discharge pesticides to waters of the United States (U.S.). In anticipation of the issuance of the PGP, the City of Corpus Christi (City) conducted an inventory of pesticide application activities to determine whether the pesticide application activities conducted by the City would be regulated by this permit. The results of the inventory indicated that the City's pesticide use patterns were subject to provisions in the PGP. In accordance with the PGP, the City is considered a Level IA operator. A Level IA operator must obtain permit authorization and comply with permit provisions. Authorization is obtained by submitting a Notice of Intent (NOI) to the TCEQ. Provisions in the PGP require Level IA operators to prepare and implement a Pesticide Discharge Management Plan (PDMP). The PDMP describes pesticide application activities and response procedures. It is a "living document" meaning it is subject to being updated as necessary in order to improve pesticide application procedures for activities regulated by this permit. In accordance with the PGP, the following elements must be included in a PDMP: • Pesticide Discharge Management Team • Problem Identification • Evaluation and Selection of Pest Management Strategies • Response Procedures This PDMP satisfies requirements in the PGP and provides a tool for managing records of pesticide applications covered under the PGP. The PDMP may also serve as a records management tool for pesticide applications not required for coverage by the PDMP. The City applies pesticides, such as mosquito larvicides, that are applied to waters of the U.S., but in amounts that do not exceed thresholds listed in the PGP. Although inclusion of these pesticide applications in the PDMP is not required, records and other documentation may be filed along with this PDMP for logistical purposes. This PDMP includes the following Appendices, which are referenced from time to time throughout this document: APPENDIX A: General Location Map — This map indicates the Pest Management Area and Treatment Areas within the City. APPENDIX B: Pesticide General Permit — This is a complete copy of the PGP for reference purposes. 1-1 City of Corpus Christi Pesticide Discharge Management Plan Revision 2.0 December 2016 APPENDIX C: Notice of Intent for Level 1A Operators — This is a copy of the current NOI that was submitted to the TCEQ Central office in order to obtain PGP permit coverage. APPENDIX D: Acknowledgement Letter from Texas Commission on Environmental Quality — This is a copy of the TCEQ's acknowledgement that the NOI was submitted and has been accepted by the TCEQ. APPENDIX E: Adverse Incident Notifications and Reports — Copies of any Adverse Incident Notifications and Reports are maintained in this appendix (See PGP Part III, Sections F.2 and F.3 for required information). APPENDIX F: Spill or Leak Notifications and Reports — Copies of any spill or leak reports are maintained in this appendix (See PGP Part III; Sections F.4 and F.5 for required information). APPENDIX G: Pesticide Application Log and Reports—A record of pesticide application events is maintained in this appendix. In addition, reports of changes made as a result of unauthorized releases or discharges are maintained in this appendix. APPENDIX H: Pesticide Discharge Management Plan Modification Log —This appendix includes a record of changes made to the PDMP. The actual changes will be incorporated directly into the PDMP, where appropriate. APPENDIX I: Other Noncompliance Reports — Any reports to the TCEQ of non- compliance are maintained in this appendix. (See PGP Part III, Section F.6 for required information). APPENDIX J: Annual Reports — Copies of annual reports, as required by the PGP, are maintained in this appendix. (See PGP Part III, Section F.1 for required information) APPENDIX K: Certifications and Licenses — Copies of pesticide applicator certifications and licenses currently held by the City are maintained in this appendix. In accordance with Part III, Section D.3 of the PGP, a copy of this PDMP will be maintained at the address provided in the NOI and made immediately available to the TCEQ upon request. 1-2 City of Corpus Christi Pesticide Discharge Management Plan Revision 2.0 December 2016 2.0 PESTICIDE DISCHARGE MANAGEMENT TEAM AND RESPONSIBILITIES Table 2-1 provides a list of the team members responsible for pesticide management activities within the City. The following satisfies requirements described in Part III, Section D.1.a. of the PGP. 2-1 City of Corpus Christi Pesticide Discharge Management Plan Revision 2.0 December 2016 Table 2-1 Pesticide Discharge Management Team and Responsibilities Decision-Maker: Person responsible for managing pests in the pest management area Department: Animal Control Title: Program Manager Name: Captain William Broyles Address: 2626 HollyRoad City, State, Zip Code: Corpus Christi, Texas 78415 Telephone Number: (361) 826-4602 Email Address: Williambr cctexas.com PDMP Contact: Person responsible for developing and revising the PDMP Department: Environmental Services Title: Environmental Program Specialist Name: Sharon Bailey Lewis Address: P.O. Box 9277 City, State, Zip Code: Corpus Christi, Texas 78469-9277 Telephone Number: (361) 826-4066 Email Address: SharonL cctexas.com Corrective Actions Contact: Person responsible for developing, revising, and implementing corrective actions and other effluent limitation requirements Department: Environmental Services Title: Environmental Program Specialist Name: Sharon Bailey Lewis Address: P.O. Box 9277 City, State, Zip Code: Corpus Christi, Texas 78469-9277 Telephone Number: (361) 826-4066 Email Address: SharonL cctexas.com Pesticide Applicator(s): Person(s) responsible for applying pesticides Department: Animal Control Title: Supervisor Name: Danni Alcantara Address: 2626 Holly Road City, State, Zip Code: Corpus Christi, Texas 78415 Telephone Number: 361 826-1304 Email Address: DanniA cctexas.com Additional Team Members Responsibility: Name: 1. Pesticide Applicator Blas Sanchez 2. Pesticide Applicator Jose "Tony" Pantoja 3. Pesticide Applicator Benny Alaniz 2-2 City of Corpus Christi Pesticide Discharge Management Plan Revision 2.0 December 2016 3.0 PROBLEM IDENTIFICATION This section describes the pest problem, provides action thresholds for pest management, lists any pesticide water body impairments, and provides procedures to determine target pest densities. The following satisfies requirements described in Part III, Section D.1.b. of the PGP. The following terms are used in this section and throughout the PDMP: • Pest management area — A contiguous area of land where the permittee is responsible for and is authorized to conduct pest management activities under the PGP. In this case, the term "land" includes waters of the U.S. • Treatment area — An area of land within the Pest Management Area where pesticides are being applied at a concentration adequate to control the targeted pests. • Action Threshold — The point at which pest populations cannot be tolerated for economic, human health, aesthetics, or other reasons. Reaching an Action Threshold necessitates the implementation of "action threshold procedures" including pest control actions aimed at mitigating the pest problem. • Pesticide use patterns — A description of the type of pests being controlled and/or the location and method of pesticide application. • Adverse Incident — An incident involving pesticides covered under the PGP in which there is evidence that a person or non-target organism has probably been exposed to the pesticide; and in which the affected person or non-target organism suffered a toxic or adverse effect. Additional discussion of these terms may be found in Appendix B, which is a copy of the Pesticide General Permit. 3.1 Pest Problem Description The description of the pest problem includes identification of the geographic boundaries of the pest management area, discussion of the pesticide use patterns, and identification of target pests in the City. 3.1.1 Pest Management Area Geographic Boundaries Corpus Christi, located in the coastal bend of Texas, consists of approximately 500 square miles of incorporated area. Approximately 160 square miles (or 30%) is land, and 340 square miles is water. Figure A-1 in Appendix A is a general location map of the designated area covered by the City's PGP. The figures in Appendix A illustrate that there are a number of water bodies within the City considered to be waters of the U.S. These include the classified receiving waters represented in Table 3-1 and Figure A-2 of Appendix A. The City also owns two reservoirs on the Nueces River, Choke Canyon Reservoir and Lake Corpus Christi. These water bodies are not within the corporate boundaries of the City, and because of limited pesticide application activities by the City, are not considered to be under jurisdiction of the 3-1 City of Corpus Christi Pesticide Discharge Management Plan Revision 2.0 December 2016 City's PGP. Although the City's drinking water reservoirs are outside the City limits, there are several classified water bodies within the City (Table 3-1 and Appendix A). Table 3-1 Classified Receiving Waters within the City Limits of Corpus Christi Receiving Water Segment# Nueces River Tidal 2101 Nueces River 2102 Corpus Christi Bay 2481 Nueces Bay 2482 Inner Harbor 2484 Oso Bay 2485 Oso Creek 2485(a) -Laguna Madre 2491 Gulf of Mexico 2501 Figures A-1 and A-2 of Appendix A demonstrate that waters of the U.S. are scattered throughout the City and range from small streams to major rivers and bays. Since there is such a predominance of water bodies throughout the area, potential mosquito pest problems cannot be isolated to one particular area. Therefore, the pest management area for aerial spraying of adult mosquito pesticides is defined as the corporate boundaries of the City of Corpus Christi. 3.1.2 Pesticide Patterns for Each Treatment Area The treatment areas identified in Figures A-3 through A-34 in Appendix A are associated with pesticide use patterns for control of adult mosquitoes. Although the City may apply other types of pesticides for other treatment areas, applications are not conducted in amounts that exceed thresholds listed in the PGP. Therefore, their inclusion in this PDMP is not required. If the City commences new pesticide use patterns that require inclusion in the PGP, the PDMP will be modified accordingly. 3.1.3 Target Pests In the City of Corpus Christi, mosquitoes can represent both a domestic pest problem and a vector-borne disease risk pest problem. The City's Vector Control Department addresses each of the pest problems separately, using pest management strategies tailored to each type of pest problem. Two pest management processes and protocols for identifying action thresholds exist for each of the pest problems. The following describes the two pest problems and respective Action Threshold procedures. 3.1.4 Domestic Pest Problem Mosquitoes as domestic pests are considered a nuisance to humans because of their propensity to inflict uncomfortable bites. However, the nuisance mosquitoes do not carry disease. Seven nuisance mosquito species have been identified in the City. These species include: 3-2 City of Corpus Christi Pesticide Discharge Management Plan Revision 2.0 December 2016 • Aedes aegypti: The yellow fever mosquito is named for its ability to spread yellow fever and dengue fever in temperate areas; however, it is not known to carry disease in Texas. The species is active during the day and tends to prefer water-filled artificial containers for breeding, as may be found in outdoor areas around the City. • Aedes taeniorhynchus: The black salt-marsh mosquito can be found breeding in marshes, ditches, yards, and wooded areas. The species is active during the day and can become abundant after high tides and/or heavy rains. • Aedes sollicitans: The eastern salt-marsh mosquito is a fairly-large mosquito that can be a serious pest along the immediate coast. It is active during both daytime and nighttime periods, and can fly great distances from its original source. • Aedes albopictus: The Asian tiger mosquito is an invasive species, first found in Houston in 1986. This species is an artificial container-breeding mosquito, and is commonly associated with more-urbanized areas. It is a fierce daytime biter and a major nuisance mosquito within the City. • Psorophora columbine: The dark rice field mosquito prefers livestock, but can also be found in urban areas. The species is commonly found in fields, yards, and large pastures. They are active during the day and can fly great distances from its original source. • Psorophora cyanscens: This species is active during both daytime and nighttime periods. The species prefers wooded areas, but may be found in fields and yards. • Psorophora cilia/a: The species is commonly referred to as the "shaggy-legged" gaillinipper, and is the largest blood sucking mosquito in the U.S. They typically breed in fields, temporary ground pools and ditches and are active during daytime and nighttime periods. The Vector Control Department monitors the densities of mosquitoes throughout the City and takes action to control mosquito populations, when necessary. A description of how mosquito densities are determined is provided in Section 3.2. 3.1.5 Vector-Borne Disease Pest Problem There is only one mosquito species present in the City that is known to be a source of vector- borne disease. The Culex quinquefasciatus is commonly referred to as the "southern house mosquito." The species is prevalent in subdivisions because of their proclivity for storm drains and ditches. Transmitted diseases of concern include West Nile Virus, St. Louis Encephalitis and Eastern Equine Encephalitis. These diseases have been known to result in death in humans, domesticated mammals, and wildlife. The City monitors the presence of disease transmission in mosquitoes and takes action to control mosquito populations, when necessary. A description of how the City monitors for disease transmission is found in Section 3.2. 3-3 City of Corpus Christi Pesticide Discharge Management Plan Revision 2.0 December 2016 3.2 Action Threshold An action threshold is the point at which pest populations or environmental conditions necessitate pest control action be taken based on economic, human health, aesthetic, or other effects. An action threshold may be based on current and/or past environmental factors that are or have been demonstrated to be conducive to pest emergence and/or growth, as well as past and/or current pest presence. Action thresholds are those conditions that indicate both the need for control actions and the proper timing of such actions. The Action Thresholds for mosquitoes as domestic pests and as vector-borne disease pests are described below. 3.2.1 Mosquitoes as Domestic Pests Mosquitoes rely on standing water to complete the reproductive cycle, and are most prevalent after high tide or heavy rains. Therefore, a substantial rain event is the impetus for monitoring adult mosquito pest densities in the City. A substantial rain event is defined as a minimum of three inches of rain in a seven-day period, measured at rain gauges operated by the National Weather Service at the South Texas Botanical Gardens and Nature Center. Following a substantial rain event, Vector Control staff install New Jersey Light Traps (NJLT) in nine locations throughout the City to collect adult mosquito samples. Staff manually count the number of adult mosquitoes captured in each NJLT. If the adult mosquito density is 50 or greater, then the City commences pest management strategies for mosquito population control. Therefore, the Action Threshold for adult mosquitoes as domestic pests is 50 individuals captured in a NJLT in 12 hours. This Action Threshold was determined based on years of experience and success in control using this method in the City of Corpus Christi. Complaints from citizens may also be used as an Action Thresholds for Mosquitoes as Domestic Pests. In addition, based on a service request, limited area treatments may be conducted prior to special events or community functions. 3.2.2 Mosquitoes as Vector-Borne Disease Pests Mosquitoes as vector-borne disease pests are monitored to ensure that action is taken if disease transmission is present in the City. Each year between May 1 and October 31, vector- borne disease surveillance is performed on a weekly basis. Gravid traps are deployed at approximately 30 designated sites throughout the City to collect live mosquito samples for laboratory analyses. Gravid traps use a liquid attractant to collect and contain live female Culex quinquefasciatus mosquitoes. After 24 hours of gravid trap deployment, City staff retrieve the traps and collect the live mosquito samples. These live samples are retained by City staff for less than 24 hours before being shipped via FedEx to the laboratory. The laboratory performs vector tests to analyze for the presence of viruses in mosquito tissue. Within one week and a half, the laboratory sends test results to City staff. If results indicate that a mosquito is a carrier of any of the viruses analyzed, then the City commences vector-borne disease risk pest management strategies for population control. Therefore, the Action Threshold for mosquitoes as vector-borne disease pests is the presence of a virus in the mosquito sample. This Action Threshold was determined based on years of experience and success in control using this method in the City of Corpus Christi. 3-4 City of Corpus Christi Pesticide Discharge Management Plan Revision 2.0 December 2016 3.3 Water Body Impairments Of the nine classified water bodies within the City limits, five are listed as Category 5 in the 2010 Texas Integrated Report — Texas 303(d) List (Category 5). Impairments for the water bodies are for depressed dissolved oxygen, mercury in fish tissue, and bacteria. There are no impairments for pesticides or pesticide degradates. 3.4 Target Pest Densities Procedures to establish target pest densities are based upon past experience and constant monitoring. The action thresholds for mosquitoes as domestic pests have been made based upon decades of pesticide application experience. This action threshold has been sufficient in controlling mosquito populations for years. Monitoring of pest densities in conjunction with receipt of phone calls from the public helps the City remain diligent in the monitoring of mosquito populations. If it is determined that the current action threshold is not sufficient, then the City will make changes accordingly. The target pest density is zero viruses in the vector-borne disease pest sample, and is based on past experience. The target pest density for vector-borne disease pests is not likely to change. 3-5 City of Corpus Christi Pesticide Discharge Management Plan Revision 2.0 December 2016 4.0 EVALUATION AND SELECTION OF PEST MANAGEMENT STRATEGIES The PGP requires the PDMP to include an evaluation and selection of pest management strategies. Strategies are selected that most-successfully minimize discharges resulting from application of pesticides, including the use of pesticide and non-pesticide methods. The evaluation must be based upon considerations such as impact to water quality, impact to non- target organisms, pest resistance, feasibility, and cost effectiveness. The following satisfies requirements described in Part III, Section D.1.c. of the PGP. 4.1 Evaluation of Pest Management Strategies For a large municipality, several pest management strategies may be considered viable options for controlling mosquito populations. For each of these viable options, an evaluation of the selection of pest management strategies is described in the following sections. 4.1.1 No Action The No Action Strategy, or delayed action, may be implemented by the City to control mosquito populations. However, No Action is only used in conjunction with more-comprehensive strategies. The City uses No Action as a strategy in the period between the use of other strategies, such as Biological Control Agents and Pesticide Applications. No Action may be taken when breeding sites are shallow and not conducive to mosquito larval activity, such as during extended dry weather conditions. No Action has no adverse impact on water quality or resistance to pesticides. The use of solely No Action as a pest management strategy is not feasible and may not be cost-effective in the long-term. No Action has an impact to non-target organisms such as humans. By not attempting to control mosquito populations, domestic pests would become more prevalent and, therefore, more of a nuisance and the incidence of vector-borne disease could increase. 4.1.2 Prevention Prevention of mosquitoes is an effective strategy on a small-scale basis, but is not likely to significantly reduce the prevalence of mosquitoes city-wide. Prevention strategies include (1) removal of sources of standing water to prevent female mosquitoes from laying eggs; and (2) mowing of grass around ponds to reduce mosquito habitat. Prevention has no adverse impact on water quality, non-target organisms, or pest resistance. This strategy is ideal for homeowners and small businesses, who are encouraged to remove mosquito breeding sources around their property and keep lawns maintained. The City currently implements several prevention strategies in conjunction with more-comprehensive strategies, but Prevention as a sole strategy would not be feasible. Prevention is a cost- effective measure on a small scale, but would be costly and time-consuming for the City staff to identify and remove all potential sources of stagnant water or mow grass more often than already conducted. In addition, implementation of solely this strategy is not feasible since the City cannot access private property to implement Prevention measures. 4-1 City of Corpus Christi Pesticide Discharge Management Plan Revision 2.0 December 2016 4.1.3 Physical and Mechanical Methods Physical or mechanical removal of mosquitoes is not a viable option for a large municipality since physical capture is simply not feasible on a scale that would be necessary to effectively control them. This strategy has no adverse impact on water quality. Non-target Dipterans (flies) and other insects could be affected if detained in a capture device. This strategy is not feasible and would not be cost-effective. 4.1.4 Cultural Methods Similar to the previous two methods, Cultural Methods manipulate larval habitat to prevent favorable conditions for mosquitoes to complete their aquatic development. The strategy may include removal of stagnant water sources, allowing water sources to dry completely, and mowing lawns. Physical manipulation of environments is sometimes a quick and effective means to control mosquito populations on a localized level; however, it is not feasible on a large scale, city-wide level. 4.1.5 Biological Control Agents The use of biological control agents is effective in the control of larval mosquitoes. Biological control agents rely on predation, parasitism, herbivory or other natural processes to control pests. The City uses larval mosquito biological controls containing the bacterium Bacillus thuringiensis (Bacillus T). A toxin produced by Bacillus T causes mosquito digestive cell lysis and eventual death, when ingested by mosquito larvae. The use of this biological control agent as a pest management strategy has minimal impact to non-target organisms, with the exception of other Dipterans, which can be similarly affected by Bacillus T. Pest resistance to Bacillus T is not likely since it is not known to occur in mosquitoes. This strategy has no adverse impact on water quality. Use of a biological control agent with Bacillus T is a cost-effective and feasible method of controlling mosquito populations, when used in conjunction with other pest management strategies. 4.1.6 Pesticide Application The application of pesticides is an effective and viable pest management strategy implemented by the City. Pesticides are insecticides, herbicides, fungicides, rodenticides, and various other substances used to control pests. The City uses aerial spraying of a mosquito adulticide for controlling mosquito populations. The pesticide is used to control mosquitoes as domestic pests and also as vector-borne disease risk pests, as discussed previously. Pesticides as a pest management strategy have the potential to affect water quality; however, there are no water bodies in or around the City that are currently considered by the TCEQ to be Category 4 or 5 for pesticides or any pesticide degradates. The use of pesticides as a pest management strategy may affect non-target organisms such as Dipterans and other flying insects. Pest resistance to pesticides such as those used by the City has been documented in other locations, but has not been observed in Corpus Christi. The use of pesticides is a feasible strategy since the City owns equipment effective at safely dispersing the aerial adulticide. Pesticides are also a cost-effective strategy since the City already owns the equipment needed 4-2 City of Corpus Christi Pesticide Discharge Management Plan Revision 2.0 December 2016 to effectively apply pesticides. Furthermore, the cost of purchasing the adulticide is reasonably low. 4.2 Summary of Implemented Pest Management Strategies Based on the evaluation of viable strategies, a combination of five pest management strategies may be implemented by the City for long-term control of mosquito populations: No Action (or delayed action), Prevention, Cultural Methods, Biological Control Agents, and Pesticide Applications. The City uses a combination of these five strategies in order to meet the technology-based effluent limitations outlined in the PGP. In an effort to minimize discharges to waters of the U.S. and reduce potential environmental effects, the City uses pesticides only as a last resort. When pesticides are applied, the amount and frequency are determined only in accordance with state law and the pesticide label. The City maintains records of pesticide applications that include the chemical name and amount, time, wind speed, wind direction, ambient humidity and temperature (See Appendix G). In order to minimize the total amount of pesticides applied, the City will continue to consider different application rates, frequencies or both to accomplish mosquito population control. Visual evaluations are required during and following pesticide applications to detect any possible or observable toxic or adverse effects. 4-3 City of Corpus Christi Pesticide Discharge Management Plan Revision 2.0 December 2016 5.0 RESPONSE PROCEDURES The following satisfies requirements described in the PGP in Part III, Section D.1.d. 5.1 Spill Response Procedures In accordance with Section D.1.d.(1) of the PGP, the City must take appropriate measures necessary to prevent spills or other unanticipated discharges of pesticides that threaten waters of the U.S. The City exercises caution in all pesticide activities, including those that do not threaten waters of the U.S. For purposes of this PDMP, the spill response procedures described following are specific to prevention of spills and clean-up of spills that threaten waters of the U.S. Additional procedures that address other potential spills are not included in this PDMP. Applicable spill response procedures address the following issues: • Procedures for stopping, containing and cleaning up spills. • Equipment and training necessary to address spills and clean-up; • Procedures and schedules to minimize potential for spills and leaks; • Chain of command for notifications for spills; and • State and Federal contacts. For purposes of this PDMP, these procedures are specific to pesticide use and response to spills or leaks into or near waters of the U.S. The listed procedures address the requirements of the PGP. 5.1.1 Procedures for Stopping, Containing, and Cleaning up Leaks, Spills and Other Releases The City is required to identify the procedures for stopping, containing, and cleaning up leaks, spills, and other releases into waters of the U.S. The following satisfies those requirements, contained in Section D.1.d.(1)(i) of the PGP. If a pesticide spill occurs that threatens waters of the U.S., but is not immediately into waters of the U.S., field personnel at the scene will take the following actions, at a minimum: 1. Immediate steps will be taken to stop the leak from continuing. This may require stopping a pump, righting a container or sealing a hole, etc., depending on the source. 2. Leaked or leaking pesticide must be contained as quickly as possible. Spill containment devices such as absorbents, spill containment pillows, or shovels, will be used as appropriate to contain the spill. Spill control measures may include constructing a containment structure with spill containment pillows, soil, or other available materials. If necessary, secondary containment further downslope from the spill may be needed. 5-1 City of Corpus Christi Pesticide Discharge Management Plan Revision 2.0 December 2016 3. Once the leak has been stopped and contained, the incident will be reported by telephone in accordance with the chain of command for spills (see below). 4. The spill will be cleaned up using available equipment, including shovels or vacuums. If the volume of spill and clean up material is small enough to be placed in an available container (e.g., a 5-gallon bucket), then the clean-up material may be placed on the crew's vehicle. Disposal will be performed in accordance with applicable local, state, and federal laws and requirements. 5. If the volume of spill is too large to be placed in available containers, it will be necessary to call for assistance with larger equipment for cleaning up the spill and transporting it to a disposal site. 6. When the spill has been cleaned up, the status of the incident will be reported in accordance with the chain of command. 7. If there is evidence that, as a result of the spill, an "adverse incident" has occurred (i.e., a person or non-target organism has likely been exposed to the pesticide and that a toxic effect was suffered by the person or non-target organism), the Program Manager will notify the TCEQ Regional Office. Adverse incident notification must be provided within 24 hours of becoming aware of the incident. The Program Manager will follow up with an adverse incident report in accordance with the PGP. 8. Spills or leaks that are not deemed to be adverse incidents will be reported in writing to the TCEQ Regional Office within 14 days of becoming aware of the incident by the Program Manager. If the spill is directly into or is flowing into waters of the U.S., the following additional procedures must be accomplished: 1. As soon as possible after the leak has been stopped, the incident will be reported, in accordance with the chain of command. 2. The Program Manager or his/her representative will immediately go to the scene of the spill to provide additional assessment of the situation and order additional support, if necessary. 3. If the spill is large, or if it cannot be readily stopped, the Program Manager will order a vacuum truck to the site to assist with the clean-up of the pesticide spill from waters of the U.S. 4. Although not all spills into waters of the U.S. will necessarily result in an adverse incident as defined by the PGP, all spills in which waters of the U.S. are impacted will be reported to the Regional office of the TCEQ by the Program Manager within 24 hours of becoming aware of the incident. The Program Manager will follow up with a written report to the Regional office. 5-2 City of Corpus Christi Pesticide Discharge Management Plan Revision 2.0 December 2016 5.1.2 Equipment and Training for Spills and Clean-ups City staff associated with mosquito control using pesticides are provided appropriate equipment to manage spills and clean-ups. Each crew engaged in pesticide application has the following equipment for use in containing spills and clean-ups: • Shovels, rakes, and brooms • Spill containment pillows • Absorbent clay (kitty litter) • Spill containment boom devices Other equipment may be added from time to time, according to need. Field crews will inspect the containment equipment regularly to ensure that it is available and in working order. Training is provided when pesticide applicators obtain certification. In addition, the Texas Department of Agriculture (TDA) requires annual continuing education courses be taken in order to retain certification. For the most part, these continuing education courses include spill response procedure training. In addition, crews are regularly trained in the use of equipment. 5.1.3 Procedures and Schedules to Minimize Potential for Spills and Leaks The City is required to document the procedures and schedules for maintenance activities to minimize potential for leaks, spills, and unintended or accidental release of pesticides from pesticide containers. The following satisfies those requirements, contained in Section D.1.d.(1)(iii) of the PGP. The City performs daily and weekly inspections of chemical storage buildings, pumping machinery, vehicles, and transfer lines and tubing. In addition, the City uses a software program that maintains maintenance and cleaning schedule records for pesticide application equipment. The computer program allows the City to organize and keep up-to-date with maintenance activities, as required by the PGP. 5.1.4 Internal Chain of Command for Spill Notifications The Chain of Command for spill notifications is as follows: • The Program Manager is notified of any spill or leak as described above. • The Program Manager is responsible for providing appropriate spill or leak notification to the Assistant Chief of Police to whom he/she reports and to Environmental Services. • The Assistant Chief of Police will notify the Chief of Police of any spill or leak that is considered to be an adverse incident. Spills or leaks that are not considered adverse incidents, as defined by the PGP and do not reach waters of the U.S. do not require notification of Chief of Police. • Notification of spills or leaks to the City Manager are at the discretion of the Assistant City Manager and/or the Chief of Police. 5-3 City of Corpus Christi Pesticide Discharge Management Plan Revision 2.0 December 2016 • Notification of spills or leaks to other City officials or to the public are at the discretion of the City Manager. Important contact information, such as internal contacts, state and federal contacts and emergency medical facility contacts are included in Table 5-1. 5.2 Equipment Maintenance Schedules and Procedures In accordance with Section D.1.d.(2) of the PGP, the City must document the schedules and procedures for maintaining the application equipment in proper operating condition, including calibrating, cleaning, and repairing equipment. It is important to regularly maintain pesticide application equipment in order to minimize the risk of leaks that would threaten waters of the U.S. Application equipment is calibrated on at least an annual basis to ensure that application rates are appropriate. Application equipment is cleaned after each use. Repairs are made as soon as practical after a problem is observed. Application equipment is not used if it is in disrepair. 5.3 Adverse Incident Response Procedures In accordance with Section D.1.d.(3) of the PGP, the City must take appropriate measures necessary to respond to adverse incidents. The PGP defines an adverse incident as an unusual or unexpected incident, where a person or non-target organism has likely been exposed to the pesticide; and in which the affected person or non-target organism suffered a toxic or adverse effect. Due to the nature of adverse incidents, procedures for responding to such an incident are varied and must be customized to the situation based on the organism affected, number of individuals affected, severity of the incident, location and duration of exposure, and other factors. If an adverse incident affecting human health or non-target organisms occurs, response procedures can be summarized as follows: 1. If a person is exposed to a pesticide and suffers a toxic or adverse effect, the Program Manager or his/her representative will immediately seek appropriate medical attention for the affected individual. The Program Manager will provide material safety data sheets for any suspected pesticides to medical providers as soon as possible. 2. The Program Manager or his/her representative will immediately go to the scene of the adverse incident to provide additional assessment of the situation and order additional support, if necessary. 3. Field personnel must take necessary actions to ensure that no other individuals or non- target organisms are exposed to similar circumstances. This may include barring further use of pesticides until the cause of the adverse incident is known, containing an area to prevent further human exposure to the pesticide, or cleaning up the area of pesticide application. 4. Any potential adverse incident must be reported to the TCEQ Regional Office within 24 hours of becoming aware of the potential incident. The Program Manager will follow up with a written report to the TCEQ Regional Office within 14 days of becoming aware of the adverse incident. 5-4 City of Corpus Christi Pesticide Discharge Management Plan Revision 2.0 December 2016 Important contact information, such as internal contacts, state and federal contacts and emergency medical facility contacts are included in Table 5-1. The Chain of Command for adverse incident notifications is as follows: • The Program Manager is notified of any potential adverse incident, as described above. • The Program Manager is responsible for providing appropriate adverse incident notification to the Assistant Chief of Police to whom he/she reports and to Environmental Services. • The Assistant Chief of Police will notify the Chief of Police of any adverse incident. • Notification of adverse incidents to the City Manager are at the discretion of the Assistant City Manager and/or the Chief of Police. • Notification of adverse incidents to other City officials or to the public are at the discretion of the City Manager. Important contact information, such as internal contacts, state and federal contacts and emergency medical facility contacts are included in Table 5-1. 5.4 Visual Evaluations Visual observations of treatment areas will be performed by field personnel before and after pesticide application events. For the visual observation prior to treatment, field personnel will observe the following: • Determination of whether the target pest action thresholds have been met • Determination of expected weather conditions at the planned time of pesticide application and observations of whether conditions are conducive to proper application, including the following: o Identification of weather conditions that support development of target pest populations o Identification of weather conditions that support target pest control activities For visual observations after treatments, field personnel responsible for pesticide application will perform spot checks of areas in and around treatment areas within 24 hours after a pesticide application within the treatment area. Any observable adverse or toxic impact that may possibly be related to the recent use of pesticides in the treatment area will be documented. Corrective actions for any observed problems will be implemented immediately. 5-5 City of Corpus Christi Pesticide Discharge Management Plan Revision 2.0 December 2016 Table 5-1 Important Contact Information Internal Notifications Contact Information Sharon Bailey Lewis, Environmental Program (361) 826-4066 office Specialist (361) 762-2562 cell Capt. Russell Sherman, Program Manager (361) 826-4602 office (361) 944-5313 pager Mark Schauer, Assistant Chief of Police (361) 886-2833 Mike Markel, Chief of Police (361) 886-2604 External Notifications Contact Information TCEQ, Region 14: Corpus Christi, Texas (361) 825-3100 TCEQ, Austin: 24-hour Spill Reporting (512) 463-7727 State Emergency Response (800) 832-8224 Center/Environmental Release Hotline U.S. Environmental Protection Agency (EPA) (800) 372-7745 Region VI: Dallas, Texas National Pesticide Telecommunications (800) 858-7378 Network National Spill Response Center (800) 424-8802 www.nrc.uscq.mil.nrchp.html Nearest Emergency Medical Facilities: Multiple locations (see below) Emergency Phone: 911 Corpus Christi Medical Center Northwest Emergency Department 13725 Northwest Blvd. Corpus Christi, Texas 78410 Northwest 361 767-4300 CHRISTUS Spohn Health System Memorial Hospital 2606 Hospital Blvd. Corpus Christi, Texas (361) 902-4000 CHRISTUS Spohn Health System South Hospital Central 5950 Saratoga Blvd. Corpus Christi, Texas 78414 (361) 985-5000 5-6 City of Corpus Christi Pesticide Discharge Management Plan Revision 2.0 December 2016 Table 5-1 Important Contact Information (continued) CHRISTUS Spohn Health System Shoreline Hospital Central 600 Elizabeth St. Corpus Christi, Texas 78404 (361) 881-3000 Nearest Hazardous Chemical Responder: Corpus Christi Police Department 321 John Sartain Street Corpus Christi, Texas 78401 Emergency Phone: 911 Non-Emergency Phone: 361 886-2600 Corpus Christi Fire Department Multiple locations (see below) Emergency Phone: 911 Fire Station 1 Fire Station 10 514 Belden St. 1550 Horne Rd. Corpus Christi, TX 78401 Cor us Christi, TX 78416 Fire Station 2 Fire Station 11 13421 Leopard St. 910 Airline Rd. Corpus Christi, TX 78410 Corpus Christi, TX 78412 Fire Station 3 Fire Station 12 1401 Morgan Ave. 2120 Rand Morgan Rd. Corpus Christi, TX 78404 Corpus Christi, TX 78410 Fire Station 4 Fire Station 13 2338 Rodd Field Rd. 1801 Waldron Rd. Corpus Christi, TX 78414 Corpus Christi, TX 78418 Fire Station 5 Fire Station 14 3312 Leopard St. 5901 S Staples St. Corpus Christi, TX 78408 Corpus Christi, TX 78413 Fire Station 6 Fire Station 15 6713 Weber Rd. 14202 Commodore St. Corpus Christi, TX 78413 Corpus Christi, TX 78418 Fire Station 7 Fire Station 16 3750 S Staples St. 8185 Texas 361 Corpus Christi, TX 78411 Corpus Christi, TX 78373 Fire Station 8 Fire Station 17 4645 Kostoryz Rd. 6869 Yorktown Corpus Christi, TX 78415 Corpus Christi, TX 78418 Fire Station 9 Fire Station 18 501 Navigation Blvd. Corpus Christi, TX 78408 5-7 City of Corpus Christi Pesticide Discharge Management Plan Revision 2.0 December 2016 6.0 PESTICIDE DISCHARGE MANAGEMENT PLAN MODIFICATIONS The PDMP is a living document and subject to change from time-to-time as necessary to be protective of the environment and human health, and to remain in compliance with the PGP. The PDMP will be reviewed under the following conditions: • Annually to ensure compliance with the PGP relevant to the problem description; evaluation and selection of pest management strategies; schedules and procedures; the adverse incident action plan; and visual evaluations. • Whenever necessary to address any of the triggering conditions for corrective action or when a change in pest control activities significantly changes the type or quantity of pollutants discharged. The PDMP will be modified and modifications will be implemented for any of the following reasons: 1. An unauthorized release or discharge occurs (e.g., spill, leak, or discharge not authorized by this or another permit); 2. Control measures described in the PDMP are determined by the TCEQ or by the City to be inadequate for the discharge to meet applicable water quality standards; 3. In order to address deficiencies observed by the TCEQ regarding pesticide amount and frequency of applications, maintenance activities for application equipment, or calibration, cleaning, and repair of equipment; 4. As directed by the TCEQ, in order to address effluent limits in the PGP; 5. When necessary to address a toxic or adverse effect caused by the application of pesticide covered under this PGP; or 6. When necessary to address new pesticide application activity or pesticide use patterns that are subject to coverage by the PGP and are required for inclusion in the PDMP. 6-1 City of Corpus Christi Pesticide Discharge Management Plan Revision 2.0 December 2016 If the PDMP must be revised due to an unauthorized release or discharge (i.e., item 1, above), the City will modify the PDMP and implement corrective actions, if practicable, before the next pesticide application that results in a discharge. If revisions cannot be made prior to the next pesticide application that results in a discharge, the City will document the reasons. Within five days of making and implementing the required change in the PDMP, a report of the change will be prepared documenting the following: • Conditions triggering the need for corrective action; • Circumstances of the situation; • Date the problem was identified; • Summary of the corrective action taken; • Date corrective action was initiated; • Date corrective action was completed; and • Individual responsible for preparing the modification to the PDMP. Copies of adverse incident reports are maintained in Appendix E, and the PDMP modification log is maintained in Appendix H. 6-2 City of Corpus Christi Pesticide Discharge Management Plan Revision 2.0 December 2016 Appendix A General Location Map Appendix B Pesticide General Permit Appendix C Notice of Intent for Level 1A Operators Appendix D Acknowledgement Letter from the Texas Commission on Environmental Quality Appendix E Adverse Incident Notifications and Reports Appendix E City of Corpus Christi Pesticide Discharge Management Plan Adverse Incident Notification Form Manner of Being Informed (i.e. Date and Time telephone call from the public, Adverse Incident Date and Time of Being Informed of visual observations by staff, Occurred Adverse Incident etc.) Pesticide Product Location of the Adverse Incident Description of Circumstances of Adverse Incident Steps Taken to Correct, Repair, Remedy, Cleanup or Otherwise Address any Adverse Effects NOTIFICATIONS MADE Yes No Person/Entity Contacted Office Phone Alternate Sharon Bailey Lewis, Environmental Program Internal S ecialist 361 826-4066 361 765-2562 TCEQ, Region 14: External Corpus Christi, Texas 361 825-3100 TCEQ, Austin: 24-hour Spill External Reporting (512) 463-7727 State Emergency Response Center/Environmental Release External Hotline 800 832-8224 U.S. Environmental Protection Agency (EPA) Region VI: External Dallas, Texas 800 372-7745 National Pesticide External Telecommunications Network (800) 858-7378 External National Spill Response Center (800) 424-8802 Note: This form is to assist in the notification of an adverse incident. The PGP requires an Adverse Incident Written Report to be submitted to the TCEQ Regional Office within fourteen (14) days of becoming aware of an adverse incident. Adverse Incident Written Reports are maintained in this appendix. Appendix E-1 City of Corpus Christi Pesticide Discharge Management Plan Revision 2.0 December 2016 Appendix F Spill or Leak Notifications and Reports Appendix F City of Corpus Christi Pesticide Discharge Management Plan Spill or Leak Notification Form Date and Time Manner of Being Informed (i.e. Spill or Leak Date and Time of Being Informed of Spill or telephone call from the public, Occurred Leak visual observations by staff, etc.) Pesticide Product Location of the Spill Water Body Threatened Description of the Spill or Leak Identified Steps Take to Contain the Spill or Leak NOTIFICATIONS MADE Yes No Person/Entity Contacted Office Phone Alternate Sharon Bailey Lewis, Environmental I nternal Program Specialist (361) 826-4066 (361) 765-2562 TCEQ, Region 14: External Corpus Christi, Texas (361) 825-3100 TCEQ, Austin: 24-hour Spill External Reporting (512) 463-7727 State Emergency Response Center/Environmental Release External Hotline 800 832-8224 U.S. Environmental Protection Agency (EPA) Region VI: Dallas, External Texas 800 372-7745 National Pesticide External Telecommunications Network (800) 858-7378 External National Spill Response Center (800) 424-8802 Note: This form is to assist in the notification of a spill or leak to waters of the U.S. The PGP requires a Spill or Leak Written Report to be submitted to the TCEQ Regional Office within fourteen (14) days of becoming aware of a spill or leak. Spill or Leak Written Reports are maintained in this appendix. Appendix F-1 City of Corpus Christi Pesticide Discharge Management Plan Revision 2.0 December 2016 Appendix G Pesticide Applications Log and Reports Pesticide application logs or record keeping should be maintained in this appendix. Appendix H Pesticide Discharge Management Plan Modification Log Attachment H City of Corpus Christi Pesticide Discharge Management Plan Pesticide Discharge Management Plan Modification Log PDMP Contact: Sharon Bailey Lewis, Environmental Program Specialist (361) 826-4066—office Sharon L cr.cctexas.com Date Date Reason for Modification Modification Modification and Date Amendment Prepared by Initiated Completed Description of the Modification Problem Identified [Name(s)and Title] Appendix H-1 City of Corpus Christi Pesticide Discharge Management Plan Revision 2.0 December 2016 Date Date Reason for Modification Modification Modification and Date Amendment Prepared by Initiated Completed Description of the Modification Problem Identified [Name(s)and Title] Appendix H-2 City of Corpus Christi Pesticide Discharge Management Plan Revision 2.0 December 2016 Appendix I Other Noncompliance Reports Appendix I City of Corpus Christi Pesticide Discharge Management Plan Other Noncompliance Report Form Date and Time Manner of Being Informed (i.e. of Other Date and Time of Being Informed of Other telephone call from the public, Noncompliance Noncompliance visual observations by staff, etc.) Pesticide Product Location of Other Noncompliance Water Body Threatened Description of the Other Noncompliance Steps Take to Remedy the Other Noncompliance NOTIFICATIONS MADE Yes No Person/Entity Contacted Office Phone Alternate Sharon Bailey Lewis, Environmental I nternal Program Specialist (361) 826-4066 (361) 765-2562 TCEQ, Region 14: External Corpus Christi, Texas (361) 825-3100 TCEQ, Austin: 24-hour Spill External Reporting (512) 463-7727 State Emergency Response Center/Environmental Release External Hotline 800 832-8224 U.S. Environmental Protection Agency (EPA) Region VI: Dallas, External Texas 800 372-7745 National Pesticide External Telecommunications Network (800) 858-7378 External National Spill Response Center (800) 424-8802 Note: This form is to assist in the notification of other noncompliance. The PGP requires that a noncompliance Written Report be submitted to the TCEQ Regional Office within 24 hours of becoming aware of the noncompliance. A written submission of this information must be provided within five (5) working days. Other Noncompliance Written Reports are maintained in this appendix. Appendix 1-1 City of Corpus Christi Pesticide Discharge Management Plan Revision 2.0 December 2016 Appendix J Annual Reports Annual reports or annual report forms should be maintained in this appendix. Appendix K Certifications and Licenses Copies of pesticide applicator certifications and/or licenses should be maintained in this appendix. SC �o v AGENDA MEMORANDUM /yCnfIPa84tEp Future Item for the City Council Meeting of April 17, 2018 Ysti2 Action Item for the City Council Meeting of April 24, 2018 DATE: April 6, 2018 TO: Margie Rose, City Manager FROM: Miles Risley, City Attorney Gilbert Sanchez, Risk Manager milesrC@cctexas.com gilberts2C@cctexas.com (361)826-3361 (361)826-3739 Motion authorizing renewal of property insurance. CAPTION: Motion authorizing the City Manager to execute all documents necessary to renew property insurance, including All Risk, Flood, Named Storm, Wind/Hail, Earthquake, and Equipment Breakdown insurance through Carlisle Insurance Agency, Broker of Record, for upcoming policy year (May 511, 2018-May 5th 2019) in exchange $2,110,480.05, of which $861,538.43 is required for the remainder of FY 2017-2018. PURPOSE: Obtain property insurance for City-owned property. BACKGROUND AND FINDINGS: The City's Property Insurance Program currently carries property insurance coverage including: All Other Perils, Flood, Earth Movement, Wind, Named Storm and Equipment (Boiler/Machinery) Breakdown. The City's Property Insurance Program is a multi-layered program comprised of participating admitted and non-admitted commercial insurance carriers. In addition to traditional insured property (buildings and contents), the City's schedule of insured property includes other specialty insurance type risks including; wharves, baseball stadium, docks, piers and fine arts. (The City also purchases through our broker of record 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 and V through the National Flood Insurance Program but is not included in this amount). Total Insured Values for Policy year 2018-19 are $ 740,297,966 which is an increase of over 4% over last year (after schedule of value property update completed in February, 2018). The City awarded a Broker of Record contract to Carlisle Insurance Agency effective January 1, 2016 (which was amended December, 2017 to include excess liability and workers' compensation). Carlisle Insurance competitively placed the City of Corpus Christi property renewal out to market, which resulted much lower than expected rate and premium increase. The City's Risk Management Division and Carlisle Insurance Agency have collaborated to present the below property insurance renewal. Despite, unfavorable property market conditions responding to high number of catastrophic events last year, coupled with the city filing four large claims against its policy, reinsurance costs have pushed the primary property insurance premiums, however, the City was able to present the below quote with only an 8% increase. Overall market conditions have seen an average of 15%-25% increases in property rates and premium. Further, the City was able to maintain the same coverage and deductible structure. The rate increased by only 1 cent. The property insurance renewal is summarized in the following table. Total Insured Values $ $696,422,133 $707,244,943 $ 740,297,966 Property Rate $0.2875 $0.2761 $ 0.2871 (per$100 value) includes recommended option Premium $2,001,750 $1,952,915 $ 2,110,480.05 (primary/excess/equip Breakdown) Difference from 2015-16 $ 776,638 $ 48,835 $ 157,565 (28% decrease from (2.2%decrease from (8% increase) previous year) Limits $250,000,000 $250,000,000 $250,000,000 AM Risk (excludes flood/Quake) Named Storm $150,000,000 $150,000,000 $150,000,000 Flood/Earth Movement $ 25,000,000 $ 50,000,000 $ 50,000,000 Coverage/Peril Deductible Deductible Deductible AM Risk $ 50,000 per occur. $ 50,000 per occur. $ 50,000 per occur. Flood (storm surge $100,000 per occur. $100,000 per occur. $100,000 per occur. included) Named Storm 2%Total Insurable 2% of Total Insurable 2% of Total Insurable values at the time of values at the time of values at the time of the loss at each the loss at each the loss at each location involved in location involved in the location involved in the the loss or damage loss or damage arising loss or damage arising arising out of the out of the named out of the named named storm subject storm subject to a storm subject to a to a minimum of minimum of$100,000 minimum of$100,000 $250,000 any one any one occurrence any one occurrence occurrence and max. and max. of and max. of of$4,000,000 any $4,000,000 any one $4,000,000 any one one occurrence occurrence occurrence Wind/Hail $250,000 per occur $50,000 per occur $50,000 per occur Earth Movement $100,000 per occur $50,000 per occur $50,000 per occur Optional i i Terrorism -------------------- ---------------- ----------------- Tota 1 $2,110,480.05 Funds have been budgeted by the following funds: 5611-Liability/EB Liability, 1140-Business JobDev, and the 4710-VisitorFacility Fund in FY 2018-2019. 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. DEPARTMENTALCLEARANCES: Legal Department FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Amount Required: $861,538. Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget $2,774,593.78 $2,996,561.28 $5,771,155.06 Encumbered / Expended $1,265,413.53 $ 930,461.04 $2,195,874.57 Amount This item $ 861,538.00 $1,248,942.05 $2,110,480.05 BALANCE $ 647,642.25 $ 817,158.19 $1,464,800.44 Fund(s): 5611-Liability/EB Liability, 1140-Busines JobDev, 4710-VisitorFacility Fund RECOMMENDATION: Staff recommend the City renew its property program as cited above with the same limits, sub- limits, policy terms and conditions current coverage limits, deductible structure, and policy terms and provisions. Further, Property renewals for Policy year 2019-20 will be subject to automatic renewal based on the City's broker of record contract with Carlisle insurance agency if the amount does not exceed the original contract amount of$ $2,001,750. LIST OF SUPPORTING DOCUMENTS: N/A