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HomeMy WebLinkAboutAgenda Packet City Council - 05/15/2018 City of Corpus Christi 1201 Leopard Street Corpus Christi,TX 78401 II cctexas.com Meeting Agenda - Final City Council Tuesday, May 15,2018 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 Deacon Jesse Hinojosa, Diocese of Corpus Christi. C. Pledge of Allegiance to the Flag of the United States to be led by Sylvia C. Trevino, Assistant City Manager. D. City Secretary Rebecca L. Huerta to call the roll of the required Charter Officers. E. Proclamations /Commendations 1. 18-0578 Proclamation declaring May 2018, "Amyotrophic Lateral Sclerosis (ALS) Awareness Month". Proclamation declaring May 2018, "Motorcycle Safety and Awareness Month". Proclamation declaring May 2018, "Older Americans Month". Proclamation declaring May 14 - 20, 2018, " National Salvation Army Week". Proclamation declaring May 17, 2018, "Dr. Hector P. Garcia & Dr. Clotilde City of Corpus Christi Page 1 Printed on 5/14/2018 City Council Meeting Agenda-Final May 15,2018 P. Garcia, American GI Forum Chapters of Texas, 'Stand Up for Veterans', 7th Annual Scholarship Awards Banquet". Proclamation declaring May 18, 2018, "Bike to Work/School Day". Swearing-In Ceremony for Newly Appointed Board, Commission, Committee and Corporation Members. F. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: a. REQUEST FOR QUALIFICATIONS - PROGRAM MANAGER - UPDATE b. STRATEGIC FUTURE ISSUES C. OTHER G. MINUTES: 2. 18-0581 Regular Meeting of May 8, 2018. Attachments: Minutes- May 8, 2018 H. BOARD &COMMITTEE APPOINTMENTS: 3. 18-0579 Civil Service Commission Civil Service Board Commission on Children and Youth Attachments: Civil Service Commission Civil Service Board Commission on Children and Youth 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. City of Corpus Christi Page 2 Printed on 5/14/2018 City Council Meeting Agenda-Final May 15,2018 J. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. A recording is made of the meeting; therefore, please speak into the microphone located at the podium and state your name and address. If you choose to speak during this public comment period regarding an item on the agenda, you may do so. You will not be allowed to speak again, however, when the Council is considering the item. Citizen comments are limited to three minutes. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Any electronic media (e.g. CD, DVD, flash drive) that the Public would like to use while they speak MUST be submitted a minimum of 24 hours prior to the Meeting. Please contact the Public Communications department at 361-826-3211 to coordinate. PLEASE BE ADVISED THAT THE OPEN MEETINGS ACT PROHIBITS THE CITY COUNCIL FROM RESPONDING AND DISCUSSING YOUR COMMENTS AT LENGTH. THE LAW ONLY AUTHORIZES THEM TO DO THE FOLLOWING: 1. MAKE A STATEMENT OF FACTUAL INFORMATION. 2. RECITE AN EXISTING POLICY IN RESPONSE TO THE INQUIRY. 3. ADVISE THE CITIZEN THAT THIS SUBJECT WILL BE PLACED ON AN AGENDA 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 4 - 11) NOTICE TO THE PUBLIC: The following items are consent motions, resolutions, and ordinances of a routine or administrative nature. The Council has been furnished with background and support material on each item, and/or it has been discussed at a previous meeting. All items will be acted upon by one vote without being discussed separately unless requested by a Council Member or a citizen, in which event the item or items will immediately be withdrawn for individual consideration in its normal sequence after the items not requiring separate discussion have been acted upon. The remaining items will be adopted by one vote. 4. 18-0504 Resolution authorizing outside city limits water contract for property at 7085 Jurica Road Resolution authorizing outside city limits water contract for agricultural use with Sancha Properties, LLC for property at 7085 Jurica Road (County Road 37). Attachments: Agenda Memo-OCL water contract Jurica Road Resolution -OCL water contract Jurica Road City of Corpus Christi Page 3 Printed on 5/14/2018 City Council Meeting Agenda-Final May 15,2018 Final OCL Water Contract for Agricultural Use with exhibit, 4-26-18 Presentation -7085 Jurica Rd (CR 37)4-12-18 5. 18-0370 Service Agreement for Heavy Equipment Rentals for Public Utilities Motion authorizing a 12-month service agreement with Herc Rentals Inc., of Bonita Springs, Florida via US Communities, for the rental of heavy equipment for a total amount not to exceed $236,790.00. Attachments: Agenda Memo- Heavy Equipment Rentals for Utilities Price Sheet- Heavy Equipment Rentals for Utilities Service Agreement 1593- Heavy Equipment Rental for Public Utilities 6. 18-0519 Resolution to participate in AEP's filing at the Public Utility Commission for a Distribution Cost Recovery Factor Resolution of the City of Corpus Christi, Texas authorizing participation in the Public Utility Commission of Texas Docket 48222 regarding AEP Texas Inc.'s application to amend its distribution cost recovery factors; finding that the City's reasonable rate case expenses shall be reimbursed by the company; finding that the meeting at which this resolution is passed is open to the public as required by law; requiring notice of this resolution to the company and legal counsel. Attachments: Agenda Memo-AEP Resolution -2018 AEP Texas (Docket No. 48222) 7. 18-0398 Approval of By-Laws for the Corpus Christi B Corporation Motion approving the by-laws of the Corpus Christi B Corporation as approved by the Corporation's Board of Directors on March 19 and April 16, 2018. Attachments: Agenda Memo-CCBC By-Laws CCBC Bylaws Clean Copy 8. 18-0546 Appointing Board Member to the Corpus Christi Housing Finance Corporation and the Corpus Christi Industrial Development Corporation Motion appointing Council Member Everett Roy as Board Member to the Corpus Christi Housing Finance Corporation and the Corpus Christi Industrial Development Corporation. Attachments: Agenda Memo-CCHFC and CCIDC Corpus Christi Housing Finance Corporation Roster Corpus Christi Industrial Development Corporation Roster 9. 18-0547 Appointing Board Member to the Coastal Bend Health Facilities City of Corpus Christi Page 4 Printed on 5/14/2018 City Council Meeting Agenda-Final May 15,2018 Development Corporation and the Coastal Bend Cultural Education Facilities Finance Corporation Motion appointing Council Member Everett Roy as Board Member to the Coastal Bend Health Facilities Development Corporation and the Coastal Bend Cultural Education Facilities Finance Corporation. Attachments: Agenda Memo-CBHFDC and CBCEFFC Coastal Bend Cultural Education Facilities Finance Corporation Roster Coastal Bend Health Facilities Development Corporation Roster 10. 18-0498 Second Reading Ordinance - Land exchange agreement for Rodd Field Road Expansion Project (Bond 2014, Proposition 2) (Council Priority - Streets) (1st Reading 5/8/18) Ordinance approving a land exchange agreement between the Nuss Family Partnership, Ltd., GSC Holdings, Ltd. and Wayne Lundquist, Jr. ("Owner") and the City of Corpus Christi, Texas ("City") which calls for Owners to convey their interest in a 1.2969 acre parcel of land at the intersection of Yorktown Boulevard at Rodd Field Road to the City and for the City to convey and abandon its interest in a 1.939 acre tract known as Airline Extension between Yorktown Boulevard and Rodd Field Road, Corpus Christi, Texas. Attachments: Executive Summary - Rodd Field Yorktown Property Exchange (18-0498) Item Detail -Rodd Field Yorktown Property Exchange (18-0498) Ordinance - Rodd Field &Yorktown Agreement- Rood Field &Yorktown.pdf Presentation - Rodd Field &Yorktown - Property Exchange.pptx Location Map- Rodd Field &Yorktown.pdf Vicinity Map- Rodd Field and Yorktown.pdf 11. 18-0422 Second Reading Ordinance -Authorizing conveyance of City property to Texas Department of Transportation (TxDOT) (1st Reading 5/8/18) Ordinance authorizing conveyance of City property to the Texas Department of Transportation for Parcel 322 (0.2076 acres of Lot 1, Lot 7 and Lot 8, Block 1 of Craven Heights - $29,494.00); and Parcel 321(AC) (access denial at 1208 Peabody Avenue - $4,000) Attachments: Executive Summary - Release access rights and transfer deed HBRP (18-0422; Item Detail -Release access rights and transfer Deed - HBRP HBRP Location Map (18-0422) Presentation - HBRP Parcel 322 and 321(AC) (18-0422) Ordinance -Convey Property - Harbor Bridge.docx City of Corpus Christi Page 5 Printed on 5/14/2018 City Council Meeting Agenda-Final May 15,2018 P321 (AC)R&R of Access Rights (final).pdf P 321 (AC) PUAIC final.pdf P 322 Deed (final).pdf P322 PUAIC.PDF L. RECESS FOR LUNCH The City Council will take a lunch break at approximately 1:30 p.m. M. PUBLIC HEARINGS: (ITEMS 12 - 13) 12. 18-0505 Public Hearing and First Reading Ordinance - Rezoning for a Property located at or near 3902 Cimarron Boulevard. Case No. 0318-01 Estate of Margaret J. Pasztor: Ordinance rezoning property at or near 3902 Cimarron Boulevard from "FR" Farm Rural District to the "RM-2" Multifamily 2 District. Planning Commission and Staff Recommendation (April 4, 2018): Approval of the change of zoning from "FR" to "RM-2". Attachments: Agenda Memo 0318-01 Estate of Margaret J. Pasztor Ordinance 0318-01 Estate of Margaret J. Pasztor with Exhibits Presentation 0318-01 Estate of Margaret J. Pasztor CC Report 0318-01 Estate of Margaret J. Pasztor with Exhibits 13. 18-0588 Public Hearing and First Reading Ordinance - Updating the Urban Transportation Plan deleting two proposed collector streets Ordinance updating the Urban Transportation Plan by deleting two proposed (C1) Collector streets located north of FM 624 between Calallen High School and County Road 69 and the existing River Canyon Drive (C1) Collector. Attachments: Agenda Memo CaIallen ISD CR69 River Canyon Ordinance UTP CaIallen ISD CR69 River Canyon Presentation - UTP CaIallen ISD CR69 River Canyon 5118 N. REGULAR AGENDA: (ITEM 14 - 17) The following items are motions, resolutions and ordinances that will be considered and voted on individually. 14. 18-0531 Second Reading Ordinance - Type A Grant for Nueces County Courthouse Development Partners, LLC("Courthouse") (Council Priority - Economic Development) (1st Reading 5/8/18) Ordinance approving a Business Incentive Agreement between the Corpus City of Corpus Christi Page 6 Printed on 5/14/2018 City Council Meeting Agenda-Final May 15,2018 Christi Business and Job Development Corporation and Nueces County Courthouse Development Partners, LLC, to provide a grant of up to $3,000,000, for the creation of jobs and infrastructure construction to enhance economic development; appropriating said funds from the Business/Job Development Fund; and amending the budget. Attachments: Agenda Memo-Courthouse.docx Ordinance -Courthouse.docx Agreement-Courthouse.pdf Prosect Courthouse economic impact analysis.pdf Courthouse Application.pdf 15. 18-0552 Second Reading Ordinance -Authorization for Issuance of General Improvement Bonds to finance voter-approved Bond 2016 Projects (Council Priority - Streets) (1st Reading 5/8/18) Ordinance authorizing the issuance of"City of Corpus Christi, Texas General Improvement Bonds, Series 2018", in an aggregate principal amount not to exceed $18,350,000; levying a continuing direct annual ad valorem tax, within the limitations prescribed by law, for the payment of the bonds; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the bonds; including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent/registrar agreement and a purchase contract; complying with the letter of representations on file with the depository trust company; and providing an effective date. Attachments: Agenda Memo- Issuance of Bond 2016 General Improvement Bonds 2018 Ordinance 16. 18-0553 Second Reading Ordinance -Authorization for Issuance of Certificates of Obligation for Streets and Facilities (Council Priority - Streets) (1st Reading 5/8/18) Ordinance authorizing the issuance of"City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2018A" in an amount not to exceed $15,750,000 for the purpose of financing costs associated with making permanent public improvements within the City; providing for the payment of said Certificates by the levy of an ad valorem tax upon all taxable property within the City and further securing said Certificates by a lien on and pledge of the pledged revenues of the Solid Waste System; providing the terms and conditions of said Certificates and resolving other matters incident and relating to the issuance, payment, security, sale, and delivery of said Certificates, including the approval and distribution of an Official Statement pertaining thereto; authorizing the execution of a paying agent/registrar agreement and a purchase contract; complying with the requirements of the letter of City of Corpus Christi Paye 7 Printed on 5/14/2018 City Council Meeting Agenda-Final May 15,2018 representations on file with the depository trust company; enacting other provisions incident and related to the subject and purpose of this ordinance; and providing an effective date. Attachments: Agenda Memo- Issuance of Tax Exempt CO's 2018A Ordinance 17. 18-0554 Second Reading Ordinance -Authorization for Issuance of Certificates of Obligation for Solid Waste (1st Reading 5/8/18) Ordinance authorizing the issuance of"City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 201813" in an amount not to exceed $7,500,000 for the purpose of financing costs associated with making permanent public improvements to the City's Solid Waste system; providing for the payment of said Certificates by the levy of an ad valorem tax upon all taxable property within the City and further securing said Certificates by a lien on and pledge of the pledged revenues of the Solid Waste System; providing the terms and conditions of said Certificates and resolving other matters incident and relating to the issuance, payment, security, sale, and delivery of said Certificates, including the approval and distribution of an Official Statement pertaining thereto; authorizing the execution of a paying agent/registrar agreement and a purchase contract; complying with the requirements of the letter of representations on file with the depository trust company; enacting other provisions incident and related to the subject and purpose of this ordinance; and providing an effective date. Attachments: Agenda Memo- Issuance of Taxable CO's for Solid Waste 2018B Ordinance O. FIRST READING ORDINANCES: (ITEM 18 - 19) 18. 18-0534 First Reading Ordinance -Appropriating $200,000 for Convention Center Content Development Ordinance appropriating $200,000 capital contribution from SMG into the Visitor Facility Fund to fund Convention Center content development; and amending the FY18 operating budget. Attachments: Agenda Memo-$200,000 Captial Contribution Ordinance -Convention Center 19. 18-0521 First Reading Ordinance -Amending Ordinance for the Regional Local Services System/Local Public Health System (RLSS/LPHS) to increase grant program and appropriating funds for the contract period September 1, 2017 through August 31, 2019 Ordinance amending Ordinance No. 031235 regarding the Regional Local City of Corpus Christi Paye 8 Printed on 5/14/2018 City Council Meeting Agenda-Final May 15,2018 Services System/Local Public Health System grant to increase related program income by $140,000.00 for new estimated total program income of$400,000. Attachments: Agenda Memo-RLSS Grant Program Income Amend. (9-1-2017 to 9-1-2019)(a:� Ordinance Amend. of Ord. No. 031235-RLSS Grant(9-1-2017 to 9-1-2019)(d.)4-! P. FUTURE AGENDA ITEMS: (ITEM 20 - 24) The following items are for Council's informational purposes only. No action will be taken and no public comment will be solicited. 20. 18-0520 Resolution Authorizing a One-Year Service Agreement with Two One-Year Options for Custodial Services for Outlying Police Buildings Resolution authorizing a one-year service agreement with Hilario O. Ortega, Jr., dba A Plus Janitorial and Mowing Services of Corpus Christi, Texas, to perform custodial services for outlying Police buildings for a total amount not to exceed $85,878.34, with two one-year options for a total potential multi-year amount of$257,635.02. Attachments: Agenda Memo-Custodial Services for Outlying Police Bldg Bid Tab-Custodial Services for Outlying Police Buildings Resolution-Custodial Services for Outlying Police Buildings Service Agreement-Custodial Services for Outlying Police Buildings.pdf 21. 18-0596 Service Agreement to Audit Claims Processing of Self-Funded Medical and Pharmacy Plans Motion authorizing a six-month service agreement, with Claim Technologies Incorporated, of Des Moines, Iowa to perform an audit of the claims processing associated with the self-funded medical and pharmacy plans for an amount not to exceed $72,193.00. Attachments: Agenda Memo- Health Claims Audit Evaluation Matrix - Health Claims Audit Service Agreement 1551 - Medical and Pharmacy Claims Audit 5.2.18 22. 18-0558 Resolution Authorizing Negotiation and Execution of Service Agreements to Provide Third-Party Administration of the City's Self-Funded Employee Benefits Resolution authorizing negotiation and execution of four, three-year service agreements to provide third-party administration of the City's self-funded employee benefits for a total estimated cost of$127,400,000, with two one-year renewal options, as shown below: Blue Cross and Blue Shield of Texas (BCBSTX), a Division of Health City of Corpus Christi Page 9 Printed on 5/14/2018 City Council Meeting Agenda-Final May 15,2018 Care Service Corporation, of Richardson, Texas, for medical, dental and COBRA plans with an estimated cost of$97,860,000. CAREMARKPCS Health, L.L.C. (CVS), of Northbrook, Illinois, for pharmacy benefits with an estimated cost of$26,800,000. Dearborn National Life Insurance Company, of Lombard, Illinois, for life insurance including ADD, optional and supplemental plans with an estimated cost of$2,060,000. Ochs Inc., on behalf of Madison National Life Insurance Company, Inc. (Ochs), of Madison, Wisconsin, for long term disability with an estimated cost of$680,000. Attachments: Agenda Memo- Health Benefits Resolution -Employee Benefits Evaluation sheets -Health Benefits Presentation - Employee Health Benefits (002) 23. 18-0539 Purchase and Installation of Playground Equipment at Lt. Alexander Park Motion authorizing the purchase and installation of playground equipment at Lt. Alexander Park from GameTime by Total Recreation Products, Inc. of Cypress, Texas via BuyBoard for a total amount not to exceed $76,273.62. Attachments: Agenda Memo- Playground Equipment and Install at Lt. Alexander Park Price Sheet- Playground Equip and Install at Lt. Alexander Park.pdf Service Agreement 59924- Playground Equip and Install at Lt. Alexander Park.i 24. 18-0585 Resolution Approving a Homebuyer Assistance Program Agreement between the Corpus Christi Business and Job Development Corporation and the City of Corpus Christi Resolution approving an agreement between the Corpus Christi Business and Job Development Corporation and the City of Corpus Christi in the amount of$320,000 for the Type A Affordable Housing Program. Attachments: Agenda Memo-Type A Agreement Resolution - Agreement with CCBJDC Type A HCD CCHCD Agreement Q. BRIEFINGS: (ITEMS 25 - 28) 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. 25. 18-0556 Corpus Christi Regional Economic Development Corporation City of Corpus Christi Page 10 Printed on 5/14/2018 City Council Meeting Agenda-Final May 15,2018 (CCREDC) Quarterly Update to City Council (Q1 2018) Attachments: Agenda Memo-CCREDC.docx Presentation -Quarterly Report iv 26. 18-0616 Corpus Christi Regional Economic Development Corporation (CCREDC) Economic Development Summit Update Attachments: Agenda Memo- Economic Development Summit Update Presentation -Workshop 27. 18-0598 A Proposed Regional Sports Complex as a Private/Public Partnership Attachments: Agenda Memo-SQH Briefing Presentation -SQH 5.15.18 28. 18-0615 Lease Agreement for Helicopter Air Tours at The Water's Edge Attachments: Agenda Memo- Espelo Briefing Presentation - Espelo Helicopters, LLC R. EXECUTIVE SESSION: (ITEMS 29 - 32) 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. 29. 18-0612 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 dissolved oxygen standards, the wastewater collection and treatment system, and state and federal environmental regulation of water. 30. 18-0560 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 purchase, exchange, lease, or value of real property rights at or in the vicinity of the Frost Bank Building and/or 2400 Block of Leopard Street, and pursuant to Texas Government Code § 551.072 to deliberate the purchase, exchange, lease, or value of real property (including, but not limited to, property rights at or in the vicinity of the aforementioned locations) because deliberation in an open meeting would have a detrimental effect on the position of the City of Corpus Christi Page 11 Printed on 5/14/2018 City Council Meeting Agenda-Final May 15,2018 governmental body in negotiations with a third person. 31. 18-0614 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). 32. 18-0617 Executive session pursuant to Texas Government Code § 551.074 (Personnel Matters) to deliberate the appointment, employment, evaluation, reassignment, duties, discipline, or dismissal of the City Manager. 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 12 Printed on 5/14/2018 Cit`' of Corpus Christi 1201 Leopard Street City Corpus Christi,TX 78401 i I cctexas.com �xa Meeting Minutes City Council Tuesday, May 8, 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 Pro Tem Greg Smith called the meeting to order at 11:33 a.m. B. Invocation to be given by Prophet Margarita Martinez - Martinez, Waves of Glory Apostolic Church. Prophet Margarita Martinez-Martinez gave the invocation. C. Pledge of Allegiance to the Flag of the United States to be led by Captain Patrick McMenamy, Corpus Christi Police Department -Animal Care Services. Director of Management and Budget Eddie Houlihan 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 5/11/2018 City Council Meeting Minutes May 8, 2018 Present: 8- Council Member Rudy Garza,Council Member Paulette Guajardo,Council Member Michael Hunter,Council Member Debbie Lindsey-Opel,Council Member Ben Molina,Council Member Everett Roy,Council Member Lucy Rubio, and Council Member Greg Smith Absent: 1 - Mayor Joe McComb E. Swearing-In Ceremony for New District 1 Council Member to be conducted by The Honorable Gail Loeb, Presiding Judge, Municipal Court, City of Corpus Christi, Texas. The Honorable Gail Loeb, Presiding Judge, Municipal Court, City of Corpus Christi, conducted the swearing-in ceremony for new District 1 Council Member Everett Roy. Mayor Pro Tem Smith recessed the Council meeting at 11:38 a.m. Mayor Pro Tem Smith reconvened the Council meeting at 11:41 a.m. F. Proclamations /Commendations 1. Proclamation declaring May 2018, "Better Hearing and Speech Month". Proclamation declaring May 2018, "Elder Abuse Prevention Month". Proclamation declaring May 6-12, 2018, "Drinking Water Week". Proclamation declaring May 12, 2018, "Lemonade Day - Coastal Bend". Proclamation declaring May 14, 2018, "National Peace Officers' Memorial Day" and May 13-19, 2018, "National Police Officers' Week". Mayor Pro Tem Smith presented the proclamations. L. PUBLIC COMMENT FROM THE AUDIENCE ON MATTERS NOT SCHEDULED ON THE AGENDA WILL BE HEARD AT APPROXIMATELY 12:00 P.M. A recording is made of the meeting; therefore, please speak into the microphone located at the podium and state your name and address. If you choose to speak during this public comment period regarding an item on the agenda, you may do so. You will not be allowed to speak again, however, when the Council is considering the item. Citizen comments are limited to three minutes. If you have a petition or other information pertaining to your subject, please present it to the City Secretary. Any electronic media (e.g. CD, DVD, flash drive) that the Public would like to use while they speak MUST be submitted a minimum of 24 hours prior to the Meeting. Please contact the Public Communications department at 361-826-3211 to coordinate. Mayor Pro Tem Smith deviated from the agenda and referred to comments from the public. Tina Butler, 1450 Cambridge Drive, spoke regarding a Juneteenth event being held at Dr. H.T. Williams Memorial Park and requested assistance regarding electricity and additional City services for the event. Juan Araiza, 5921 Shadow Wood,spoke regarding the Special City Council meeting held on May 1,2018 regarding Kane Beef and the City's potential budget shortfall. Richard Throop, CEO of the Corpus Christi Association of Realtors, 4525 Everhart,spoke regarding real estate sales price disclosure,the City's City of Corpus Christi Page 2 Printed on 5/11/2018 City Council Meeting Minutes May 8, 2018 Consolidated Annual Action Plan and affordable housing. Shirley Thornton, 1917 Woodcrest, Flour Bluff Citizens Council,spoke regarding a fatal accident that occurred on Flour Bluff Drive and Division Street and the dangerous conditions on Flour Bluff Drive. Rhonda Beadle, 13933 Jibstay,spoke in opposition to a dog park at Aquarius Park. Cathy Harrison, 311 B Buccaneer Drive and Alyce Oblad, 7721 Van Zandt,spoke in support of adopting"Corpus, You are our Gem"as the official City song. Jack Gordy, 4118 Bray Dr, spoke regarding illegal signs and state law regarding covering license plates. Claude V. D'Unger,201 Del Mar, and Patricia Polaski, 1605 Ocean Drive,spoke regarding the new landscaping placed on a median on Ocean Drive between Ayers and Louisiana Streets. Susie Luna Saldana,4710 Hakel,spoke regarding providing fair and equal treatment to both residential and commercial utility customers and the City's budget. Carrie Robertson Meyer, 4401 Gulfbreeze Boulevard, spoke regarding the creation of the North Beach Infrastructure Task Force. John Weber, 609 Naples, requested information regarding the City's fleet vehicles and spoke in support of a soda tax. Sylvia Campos, 4410 Fern, provided suggestions regarding the City's budget; requested more transparency on economic development projects; and spoke regarding the ad hoc committee created to review the process related to delinquent commercial utility accounts. Elizabeth Ray, 1825 Airline, expressed appreciation for the City's library system. G. MAYORAL APPOINTMENTS: 2. City Council Committee Assignment Mayor Pro Tem Smith announced that Mayor McComb appointed Council member Everett Roy to the Audit Committee. H. CITY MANAGER'S COMMENTS / UPDATE ON CITY OPERATIONS: Mayor Pro Tem Smith referred to City Manager's Comments. City Manager Margie C. Rose reported on the following topics: 1) City Manager Rose provided a recap of the items that City Council approved in the month of April related to the City Council's goals:Water, Streets, and Economic Development. a. UTILITY BILLING UPDATE City Manager Rose reported that Mayor McComb established an ad hoc committee consisting of Council Member Lindsey-Opel,who will serve as Chairperson, and Council Members Roy and Smith. The committee and staff will review the current ordinance in place and determine what changes may be needed to address commercial accounts. Staff has had a long-standing practice of working with commercial customers who play a vital role in the City's economy. The committee will bring forward recommendations to the City Council for consideration. Council Member Lindsey-Opel stated that the ordinance does not distinguish between commercial and residential customers and the committee and staff will work to clarify the ordinance. City of Corpus Christi Page 3 Printed on 5/11/2018 City Council Meeting Minutes May 8, 2018 Council Member Garza thanked City staff and the citizens for their clean-up efforts after the Buc Days Parade. b. CITY PERFORMANCE REPORT - MARINA At City Manager Rose's request, Interim Marina Superintendent Rene Garza provided a briefing on the mission statement; operational profile; baseline information and performance indicators of the Marina. C. STRATEGIC FUTURE ISSUES d. OTHER City Manager Rose stated that the Housing and Community Development Department is in the process of preparing its Five-Year Consolidated Plan, 2018 to 2022. The public is asked to participate in an online survey which will help determine the needs that are most important to our community. The survey is located at www.cctexas.com/capsummary and will be available through June 5, 2018. I. MINUTES: 3. Regular Meeting of April 24, 2018 and Special Meeting of May 1, 2018. Mayor Pro Tem Smith referred to approval of the minutes. Council Member Lindsey-Opel made a motion to approve the minutes, seconded by Council Member Guajardo and passed unanimously(Mayor McComb-absent). J. BOARD & COMMITTEE APPOINTMENTS: 4. Animal Care Advisory Committee Building Code Board of Appeals North Padre Island Development Corporation Planning Commission Reinvestment Zone No. 2 Reinvestment Zone No. 3 Mayor Pro Tem Smith referred to board and committee appointments. The following appointments were made: Animal Care Advisory Committee Council Member Lindsey-Opel made a motion to reappoint Karla Loften (At-Large),seconded by Council Member Molina and passed unanimously (Council Member Hunter-abstained; Mayor McComb -absent). Council Member Guajardo nominated Connie B. Bowen (Animal Welfare). Council Member Lindsey-Opel nominated Juliana Carlisle(Animal Welfare). City of Corpus Christi Page 4 Printed on 5/11/2018 City Council Meeting Minutes May 8, 2018 Connie B. Bowen was appointed with Council Members Garza, Guajardo, Smith, Rubio, and Molina voting for Connie B. Bowen and Council Members Roy and Lindsey-Opel voting for Juliana Carlisle(Council Member Hunter- abstained; Mayor McComb-absent). Building Code Board of Appeals Council Member Garza made a motion to reappoint Ramiro Munoz III (Building Industry)and Robert Knowles P.E. (Engineer),seconded by Council Member Molina and passed unanimously(Mayor McComb-absent). Council Member Hunter made a motion to appoint Hilary R. Davis (Building Industry),seconded by Council Member Guajardo and passed unanimously (Council Member Roy-abstained; Mayor McComb-absent). North Padre Island Development Corporation Council Member Garza made a motion to appoint Everett Roy,seconded by Council Member Hunter and passed unanimously(Mayor McComb-absent). Planning Commission Council Member Lindsey-Opel made a motion to reinstate Sheldon Schroeder and Heidi Hovda,seconded by Council Member Molina and passed unanimously(Mayor McComb -absent). Reinvestment Zone No.2 Council Member Lindsey-Opel made a motion to appoint Everett Roy, seconded by Council Member Hunter and passed unanimously(Mayor McComb -absent). Reinvestment Zone No. 3 Council Member Hunter made a motion to appoint Everett Roy,seconded by Council Member Guajardo and passed unanimously(Mayor McComb-absent). K. EXPLANATION OF COUNCIL ACTION: Council Member Garza made a motion to reconsider Item 14 from the April 24, 2018 meeting, First Reading Ordinance -Case No. 0218-01 rezoning property at or near 6665 Lipes Boulevard from "FR" Farm Rural District to the "RM-1" Multifamily 1 District,seconded by Council Member Lindsey-Opel and passed unanimously(Mayor McComb -absent). In response to Council Member Garza, Director of Development Services Nina Nixon-Mendez stated that staff will bring the item back to City Council for consideration at the June 12, 2018 Council meeting and will send out courtesy City of Corpus Christi Page 5 Printed on 5/11/2018 City Council Meeting Minutes May 8, 2018 notices to the property owners in the notification area. M. CONSENT AGENDA: (ITEMS 5 - 19) Approval of the Consent Agenda Mayor Pro Tem Smith referred to the consent agenda. There were no comments from the Council or the public. (Note: City Secretary Rebecca L. Huerta announced after the recess for lunch that Council Member Hunter abstained from the vote on Item 9. There was a consensus of the City Council to record his vote as an abstention.) A motion was made by Council Member Garza, seconded by Council Member Lindsey-Opel,to approve the Consent Agenda. The consent agenda items were passed and approved by one vote as follows: Aye: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Roy, Council Member Rubio and Council Member Smith Absent: 1 - Mayor McComb Abstained: 0 5. Resolution for Service Agreement for Emergency Removal, Installation, and Repair of Equipment for Police Vehicles Resolution authorizing a 24-month service agreement with Auto Works Unlimited of Corpus Christi, Texas, for emergency removal, installation, and repair of equipment for police vehicles, for a total amount not to exceed $150,000. This Resolution was passed on the consent agenda. Enactment No: 031424 6. Two-Year Lease Agreement for 21 Unmarked Vehicles for Police Department Motion authorizing a two-year lease agreement for 21 unmarked vehicles with Acme Auto Leasing, LLC, North Haven, Connecticut, via Houston-Galveston Area Council, for the total amount not to exceed $272,880. This Motion was passed on the consent agenda. Enactment No: M2018-070 7. Resolution for Maintenance Agreement and Purchase of Ambulance Stretchers and Power Loaders City of Corpus Christi Page 6 Printed on 5/11/2018 City Council Meeting Minutes May 8, 2018 Resolution authorizing a seven-year service agreement with Stryker Medical of Chicago, Illinois and the purchase of two power stretchers, two manual stretchers, two power loaders for a total amount not to exceed $117,297.60. This Resolution was passed on the consent agenda. Enactment No: 031425 8. Two-Year Service Agreement for Generator Service and Repair for Fire Department Motion authorizing a two-year service agreement for generator service and repair with Loftin Equipment Company, Inc. of San Antonio, Texas for an amount not to exceed $38,700, with one one-year option for a total potential multi-year amount of$58,050. This Motion was passed on the consent agenda. Enactment No: M2018-071 9. Construction Contract for Community Park Development and Improvements -West Guth Park Project (Bond 2012, Proposition 4) Motion authorizing the City Manager, or designee, to execute a construction contract with Mako Contracting, LLC of Corpus Christi, Texas in the amount of$909,407.08 for the Community Park Development and Improvements - West Guth Park project for the base bid plus additive alternates 1 and 2. (Bond 2012, Proposition 4) Council Member Garza made a motion to approve the motion, seconded by Council Member Lindsey-Opel. This Motion was passed and approved with the following vote: Aye: 7- Council Member Garza, Council Member Guajardo, Council Member Lindsey-Opel, Council Member Molina, Council Member Roy, Council Member Rubio and Council Member Smith Absent: 1 - Mayor McComb Abstained: 1 - Council Member Hunter Enactment No: M2018-072 10. Agreement for the Purchase of Playground Equipment and Installation for Phase 2 and 3 of the Play for All Playground at Manuel Q. Salinas Park Motion authorizing an eight-month service agreement for the purchase City of Corpus Christi Page 7 Printed on 5/11/2018 City Council Meeting Minutes May 8, 2018 and installation of playground equipment for phase 2 and 3 for the play for all playground at Manuel Q. Salinas Park from ExerPlay Inc. of Cedar Crest, New Mexico, via BuyBoard, for a total amount not to exceed $202,129.15. This Motion was passed on the consent agenda. Enactment No: M2018-073 11. Purchase of Three John Deere Tractors Motion authorizing the purchase of three John Deere tractors from Ag-Pro of Taft, Texas via BuyBoard, for the total amount not to exceed $57,187.26. This Motion was passed on the consent agenda. Enactment No: M2018-074 12. Amendment to Professional Services Contract- Strategic Integration (Travel Demand Model) Feasibility Study Motion for authorization to execute Amendment No. 1 to a professional services contract with CDM Smith, of Austin, Texas in the amount of $410,045, for a total restated fee of$459,998, for Strategic Integration (Travel Demand Model) Feasibility Study. This Motion was passed on the consent agenda. Enactment No: M2018-075 13. Purchase of Ten Traffic Signal Control Cabinets for Street Operations Motion authorizing the purchase of ten traffic signal control cabinets from Mobotrex of Davenport, Iowa, via BuyBoard, for the total amount not to exceed $81,500.00. This Motion was passed on the consent agenda. Enactment No: M2018-076 14. Purchase of Five Wavetronix Radar Detection Systems for Street Operations Motion authorizing the purchase of five Wavetronix radar detection systems from Twincrest Technologies of Fort Worth, Texas via Houston-Galveston Area Council for a total amount not to exceed $91,850.00. This Motion was passed on the consent agenda. City of Corpus Christi Page 8 Printed on 5/11/2018 City Council Meeting Minutes May 8, 2018 Enactment No: M2018-077 15. Supply Agreement for Crushed Concrete for Solid Waste Operations Motion authorizing a one-year supply agreement with Southern Crushed Concrete of The Woodlands, Texas for crushed concrete for a total amount not to exceed $61,500.00, with a one-year option for a total potential multi-year amount of$123,000.00. This Motion was passed on the consent agenda. Enactment No: M2018-078 16. Supply Agreement or Non-Shear Flexible Couplings for Utilities Department Motion authorizing a 36-month supply agreement with Ferguson Enterprises, Inc., of Corpus Christi, Texas, for non-shear flexible couplings for a total amount not to exceed $220,321.13. This Motion was passed on the consent agenda. Enactment No: M2018-079 17. Supply Agreement for Calcium Hypochlorite for Various City Departments Motion authorizing a three-year supply agreement with Chemrite, Inc. of Buford, Georgia for calcium hypochlorite for a total amount not to exceed $169,096.20. This Motion was passed on the consent agenda. Enactment No: M2018-080 18. Second Reading Ordinance -Amendments to the London Area Wastewater Master Plan (1st Reading 4/24/18) Ordinance amending the London Area Wastewater Master Plan, an element of the Comprehensive Plan; amending related elements of the Comprehensive Plan; and providing for severance and publication. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031426 19. Second Reading Ordinance -Appropriating and transferring trust funds for Trunk Main Line Extension Construction and Reimbursement Agreement (1st Reading 4/24/18) City of Corpus Christi Page 9 Printed on 5/11/2018 City Council Meeting Minutes May 8, 2018 Ordinance appropriating and transferring $350,000.00 from Sanitary Sewer Collection Line Trust Fund, $750,000.00 from Water Distribution Main Trust Fund, and $1,166,283.53 from Water Arterial Transmission and Grid Main Trust Fund to the Wastewater Trunk System Trust Fund; executing a Wastewater Trunk Main Line Extension Construction and Reimbursement Agreement with Braselton Custom Homes Ltd, LP; and appropriating $4,266,283.53 to reimburse Developer in accordance with Agreement. This Ordinance was passed on second reading on the consent agenda. Enactment No: 031427 N. RECESS FOR LUNCH Mayor Pro Tem Smith called for recess at 1:27 p.m. Mayor Pro Tem Smith reconvened the Council meeting at 2:03 p.m. City Secretary Rebecca L. Huerta announced that Council Member Hunter needed to abstain from the vote on Consent Agenda Item 9. There was a consensus of the City Council to record his vote as an abstention. O. PUBLIC HEARINGS: P. REGULAR AGENDA: (NONE) Q. FIRST READING ORDINANCES: (ITEMS 20 -25) 20. First Reading Ordinance -Authorization for Issuance of General Improvement Bonds to finance voter-approved Bond 2016 Projects (Council Priority - Streets) Ordinance authorizing the issuance of"City of Corpus Christi, Texas General Improvement Bonds, Series 2018", in an aggregate principal amount not to exceed $18,350,000; levying a continuing direct annual ad valorem tax, within the limitations prescribed by law, for the payment of the bonds; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the bonds; including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent/registrar agreement and a purchase contract; complying with the letter of representations on file with the depository trust company; and providing an effective date. Mayor Pro Tem Smith referred to Item 20. Director of Financial Services Constance Sanchez stated that the purpose of this item is to authorize the issuance of an amount not to exceed$18,350,000 of General Improvement Bonds to finance voter-approved Bond 2016 projects. There were no comments from the Council or the public. City of Corpus Christi Page 10 Printed on 5/11/2018 City Council Meeting Minutes May 8, 2018 Council Member Lindsey-Opel made a motion to approve the ordinance, seconded by Council Member Molina. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Roy, Council Member Rubio and Council Member Smith Absent: 1 - Mayor McComb Abstained: 0 21. First Reading Ordinance -Authorization for Issuance of Certificates of Obligation for Streets and Facilities (Council Priority - Streets) Ordinance authorizing the issuance of"City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2018K in an amount not to exceed $15,750,000 for the purpose of financing costs associated with making permanent public improvements within the City; providing for the payment of said Certificates by the levy of an ad valorem tax upon all taxable property within the City and further securing said Certificates by a lien on and pledge of the pledged revenues of the Solid Waste System; providing the terms and conditions of said Certificates and resolving other matters incident and relating to the issuance, payment, security, sale, and delivery of said Certificates, including the approval and distribution of an Official Statement pertaining thereto; authorizing the execution of a paying agent/registrar agreement and a purchase contract; complying with the requirements of the letter of representations on file with the depository trust company; enacting other provisions incident and related to the subject and purpose of this ordinance; and providing an effective date. Mayor Pro Tem Smith referred to Item 21. Director of Financial Services Constance Sanchez stated that the purpose of this item is to authorize the issuance of Certificates of Obligation in an amount not to exceed $15,750,000 for projects associated with Bond 2014,facilities, and street improvements associated with the Harbor Bridge replacement project. There were no comments from the public. Council members and staff discussed the following topics:the issuance of certificates of obligations for the street improvements associated with the replacement of the Harbor Bridge already included in the "plan of finance" provided by the financial advisor; and the four street improvements associated with the Harbor Bridge replacement project including: Surfside Boulevard and Comanche, Lipan, and Timon Streets. Council Member Garza 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: City of Corpus Christi Page 11 Printed on 5/11/2018 City Council Meeting Minutes May 8, 2018 Aye: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Roy, Council Member Rubio and Council Member Smith Absent: 1 - Mayor McComb Abstained: 0 22. First Reading Ordinance -Authorization for Issuance of Certificates of Obligation for Solid Waste Ordinance authorizing the issuance of"City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 201813" in an amount not to exceed $7,500,000 for the purpose of financing costs associated with making permanent public improvements to the City's Solid Waste system; providing for the payment of said Certificates by the levy of an ad valorem tax upon all taxable property within the City and further securing said Certificates by a lien on and pledge of the pledged revenues of the Solid Waste System; providing the terms and conditions of said Certificates and resolving other matters incident and relating to the issuance, payment, security, sale, and delivery of said Certificates, including the approval and distribution of an Official Statement pertaining thereto; authorizing the execution of a paying agent/registrar agreement and a purchase contract; complying with the requirements of the letter of representations on file with the depository trust company; enacting other provisions incident and related to the subject and purpose of this ordinance; and providing an effective date. Mayor Pro Tem Smith referred to Item 22. Director of Financial Services Constance Sanchez stated that the purpose of this item is to authorize the issuance of Certificates of Obligation in an amount not to exceed $7,500,000 for construction of Sector 3C disposal cell at the Cefe Valenzuela Landfill. There were no comments from the Council or the public. Council Member Molina made a motion to approve the ordinance, seconded by Council Member Garza. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Roy, Council Member Rubio and Council Member Smith Absent: 1 - Mayor McComb Abstained: 0 23. First Reading Ordinance - Type A Grant for Nueces County Courthouse Development Partners, LLC("Courthouse") (Council Priority - Economic Development) City of Corpus Christi Page 12 Printed on 5/11/2018 City Council Meeting Minutes May 8, 2018 Ordinance approving a Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation and Nueces County Courthouse Development Partners, LLC, to provide a grant of up to $3,000,000, for the creation of jobs and infrastructure construction to enhance economic development; appropriating said funds from the Business/Job Development Fund; and amending the budget. Mayor Pro Tem Smith referred to Item 23. Iain Vasey, Corpus Christi Regional Economic Development Corporation (EDC)stated that the purpose of this item is to approve a Type A Business Incentive Agreement grant in an amount not to exceed $3,000,000 for the Nueces County Courthouse Development Partners, LLC to renovate the old Nueces County Courthouse. Mr.Vasey provided information on the following:the funding provided by the TIRZ#3 Board; creating of jobs; the performance-based measures; and return on investment. There were no comments from the public. Council members and Mr.Vasey discussed the following topics:the vetting process by the EDC to ensure the company has the financial capability and track record to accomplish a project of this scale;the performance-based measures in the contract; if the incentive package is necessary to move the project forward; and the length of time to complete the project. Council Member Rubio made a motion to approve the ordinance,seconded by Council Member Lindsey-Opel. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Roy, Council Member Rubio and Council Member Smith Absent: 1 - Mayor McComb Abstained: 0 24. First Reading Ordinance - Land exchange agreement for Rodd Field Road Expansion Project (Bond 2014, Proposition 2) Ordinance approving a land exchange agreement between the Nuss Family Partnership, Ltd., GSC Holdings, Ltd. and Wayne Lundquist, Jr. ("Owner") and the City of Corpus Christi, Texas ("City") which calls for Owners to convey their interest in a 1.2969 acre parcel of land at the intersection of Yorktown Boulevard at Rodd Field Road to the City and for the City to convey and abandon its interest in a 1.939 acre tract known as Airline Extension between Yorktown Boulevard and Rodd Field Road, Corpus Christi, Texas. Mayor Pro Tem Smith referred to Item 24. City Secretary Rebecca L. Huerta announced that Council Members Garza and Lindsey-Opel were abstaining on this item. Director of Engineering Services Jeff Edmonds stated that the purpose of this item is to authorize a land exchange agreement for the Rodd Field Road Expansion Project. Mr. Edmonds provided a vicinity map of the parcels of property. There were no comments from the public. Mr. Edmonds addressed a question from a council member regarding the start of the project. City of Corpus Christi Page 13 Printed on 5/11/2018 City Council Meeting Minutes May 8, 2018 Council Member Rubio made a motion to approve the ordinance,seconded by Council Member Molina. This Ordinance was passed on first reading and approved with the following vote: Aye: 6- Council Member Guajardo, Council Member Hunter, Council Member Molina, Council Member Roy, Council Member Rubio and Council Member Smith Absent: 1 - Mayor McComb Abstained: 2- Council Member Garza and Council Member Lindsey-Opel 25. First Reading Ordinance -Authorizing conveyance of City property to Texas Department of Transportation (TxDOT) Ordinance authorizing conveyance of City property to the Texas Department of Transportation for Parcel 322 (0.2076 acres of Lot 1, Lot 7 and Lot 8, Block 1 of Craven Heights - $29,494.00); and Parcel 321(AC) (access denial at 1208 Peabody Avenue - $4,000) Mayor Pro Tem Smith referred to Item 25. Executive Director of Public Works Valerie Gray stated that the purpose of this item is to execute an agreement with the Texas Department of Transportation to authorize conveyance of Parcel 322 and release access rights to Parcel 321 related to the Harbor Bridge Replacement Project. There were no comments from the Council or the public. Council Member Garza made a motion to approve the ordinance,seconded by Council Member Lindsey-Opel. This Ordinance was passed on first reading and approved with the following vote: Aye: 8- Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Roy, Council Member Rubio and Council Member Smith Absent: 1 - Mayor McComb Abstained: 0 R. FUTURE AGENDA ITEMS: (ITEMS 26 - 33) Mayor Pro Tem Smith referred to Future Agenda Items. City Manager Margie C. Rose stated that staff had no planned presentations; requested removal of Item 29 from the agenda; and provided changes regarding Item 27. 26. Resolution authorizing outside city limits water contract for property at 7085 Jurica Road Resolution authorizing outside city limits water contract for agricultural use with Sancha Properties, LLC for property at 7085 Jurica Road (County Road 37). This Resolution was recommended to the consent agenda. City of Corpus Christi Page 14 Printed on 5/11/2018 City Council Meeting Minutes May 8, 2018 27. Resolution authorizing execution of developer participation agreement for the city's share of the cost for bridge removal and replacement at Yorktown Boulevard and Starry Road Resolution authorizing execution of Developer Participation Agreement with MPM Development, LP in an amount not to exceed $60,444.45 for bridge removal and replacement for Starlight Estates Unit 1. This Resolution was recommended to the consent agenda. 28. Service Agreement for Heavy Equipment Rentals for Public Utilities Motion authorizing a 12-month service agreement with Herc Rentals Inc., of Bonita Springs, Florida via US Communities, for the rental of heavy equipment for a total amount not to exceed $236,790.00. This Motion was recommended to the consent agenda. 29. Supply Agreement Amendment for Automotive Repair Parts Motion authorizing the second amendment to supply agreement 547 with O'Reilly Auto Parts of Springfield, Missouri, for the continuous supply of automotive parts for Fleet Operations for an additional one-year term, for a not to exceed amount of$22,064.30 and a revised total agreement amount not to exceed $66,192.90. This Motion was withdrawn. 30. Resolution to participate in AEP's filing at the Public Utility Commission for a Distribution Cost Recovery Factor Resolution of the City of Corpus Christi, Texas authorizing participation in the Public Utility Commission of Texas Docket 48222 regarding AEP Texas Inc.'s application to amend its distribution cost recovery factors; finding that the City's reasonable rate case expenses shall be reimbursed by the company; finding that the meeting at which this resolution is passed is open to the public as required by law; requiring notice of this resolution to the company and legal counsel. This Resolution was recommended to the consent agenda. 31. Approval of By-Laws for the Corpus Christi B Corporation Motion approving the by-laws of the Corpus Christi B Corporation as approved by the Corporation's Board of Directors on March 19 and April 16, 2018. This Motion was recommended to the consent agenda. City of Corpus Christi Page 15 Printed on 5/11/2018 City Council Meeting Minutes May 8, 2018 32. Appointing Board Member to the Corpus Christi Housing Finance Corporation and the Corpus Christi Industrial Development Corporation Motion appointing Council Member Everett Roy as Board Member to the Corpus Christi Housing Finance Corporation and the Corpus Christi Industrial Development Corporation. This Motion was recommended to the consent agenda. 33. Appointing Board Member to the Coastal Bend Health Facilities Development Corporation and the Coastal Bend Cultural Education Facilities Finance Corporation Motion appointing Council Member Everett Roy as Board Member to the Coastal Bend Health Facilities Development Corporation and the Coastal Bend Cultural Education Facilities Finance Corporation. This Motion was recommended to the consent agenda. S. BRIEFINGS: (NONE) T. EXECUTIVE SESSION: (NONE) U. IDENTIFY COUNCIL FUTURE AGENDA ITEMS Mayor Pro Tem Smith referred to Identify Council Future Agenda Items. MOTION OF DIRECTION Council Member Lindsey-Opel made a motion directing the City Manager to provide a briefing at the May 15,2018 Council meeting to discuss the lease with SQH Sports and Entertainment, Inc. prior to second reading on May 22, 2018 for public purposes,seconded by Council Member Guajardo and passed unanimously(Council Member Garza-abstained; Mayor McComb-absent). V. ADJOURNMENT The meeting was adjourned at 2:30 p.m. City of Corpus Christi Page 16 Printed on 5/11/2018 City Of Corpus Christi CIVIL SERVICE COMMISSION BOARD DETAILS qq FOR FIREFIGHTERS AND POLICE OFFICERS SIZE 3 Seats ONLY - The Civil Service Commission adopts, TERM LENGTH 3 Years amends, and enforces a code of rules and regulations providing for appointment, employment, or OVERVIEW Years suspension in all positions in the classified service based upon citizenship, character, merit, efficiency, and industry, which shall have the force and effect of law; and also, rules regulating promotions, demotions, reduction in force of employees in the classified service and in what order they shall be dismissed and reinstated. With additional duties as outlined under Chapter 143, Texas Local Government Code. _................................................................................................................................................................................................................................................................................................................................................................................ COMPOSITION Three(3)members shall be appointed by the Chief Executive of the City and F-Elk confirmed by a majority of the City Council. Members must(1)be of good moral character, (2)be a U.S.Citizen, (3)be a resident of the City and have lived in the City for three years preceding appointment, (4)be over 25 years of age,and (5) not have held a public office within the preceding three years. DETAILS .............................................................................................................................................................................................................................................. CREATION/AUTHORITY Chapter 143,Texas Local Government Code. .............................................................................................................................................................................................................................................................................................................................. MEETS Meets third Thursday of every month and on call,9:00 a.m., Human Resources Conference Room,2nd Floor, City Hall. ............................................................................................................................................................................................................................................................................................................................. TERM DETAILS Three-year terms. .............................................................................................................................................................................................................................................................................................................................. DEPARTMENT Human Resources _.............................................................................................................................................................................................................................................................................................................................. OTHER INFORMATION CIVIL SERVICE COMMISSION Page 1 of 1 Civil Service Commission May 15, 2018 Two (2) vacancies with terms to 6/15/18 and 6/15/19 representing the following categories: 2 - Regular Members. (The City Manager appoints to the Civil Service Commission and the City Council appoints to the Civil Service Board. Traditionally, the same members serve on the Civil Service Board and Commission.Appointments to the Commission are subject to confirmation by the City Council.) (City Manager Margie Rose is recommending the reinstatement of Robert W. Judkins and the postponement of one (1) Regular Member for further recruitment.) &. "mow Robert W.Judkins* CIVIL SERVICE BOARD Seeking Reinstatement District 5 1 6/15/19 Regular Karen Beard CIVIL SERVICE BOARD Resigned District 2 Partial 6/15/18 Regular Guy Nickleson CIVIL SERVICE BOARD Active District 5 2 6/15/20 Regular *Automatic termination due to failure to timely file a Report of Financial Information per the Code of Ethics. Civil Service Commission Applicants May 15,2018 Boards Applying For Ruben Garcia III CIVIL SERVICE COMMISSION District 5 Corpus Christi Army Depot 308 3rd St. Corpus Christi TX Craig C Hebner CIVIL SERVICE COMMISSION District 1 Horton Automatic 4242 Baldwin Blvd Corpus Christi Texas Zachary King CIVIL SERVICE COMMISSION District Nueces County 705 W.AveA Port Aransas TX Robert C Soape CIVIL SERVICE COMMISSION District 5 CITY OF CORPUS CHRISTI Submit Date: Oct 03, 2017 Application for a City Board, Commission, Committee or Corporation Profile Ruben Garcia III First Name Last Name Email Address Street Address State City Postal Code What district do you live in? V District 5 Current resident of the city? Yes f- No 30 If yes,how many years? Primary Phone Alternate Phone Corpus Christi Army Depot Aircraft Examiner Employer Job Title 308 3rd St. Work Address-Street Address and Suite Number Corpus Christi Work Address-City TX Work Address-State Ruben Garcia III Page 1 of 6 78419 Work Address-Zip Code 361-961-6289 Work Phone ruben.garcia180.civ@mail.mil Work E-mail address Preferred Mailing Address jW Home/Primary Address Which Boards would you like to apply for? CIVIL SERVICE COMMISSION: Submitted CIVIL SERVICE BOARD: Submitted Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: N/A Education, Professional and/or Community Activity (Present) Associate's Degree-Liberal Arts, Del Mar College Bachelor's Degree-Administration, Minor in Human Resources, University of the Incarnate Word Graduate Student-Masters in Public Administration, Texas A&M Corpus Christi Why are you interested in serving on a City board, commission or committee? I have a desire to serve my community in a greater capacity. I believe I can make a positive impact in our local community with my education and professional experience. Ruben Garcia III resume .docx Upload a Resume Ruben Garcia Bio.docx Please upload any additional supporting documents. Ruben Garcia III Page 2 of 6 Demographics Gender 9 Male Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Ruben Garcia III Page 3 of 6 Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes r. No Do you, your spouse, your business or your spouse's business have a City contract? r- Yes r= No Does your employer or your spouse's employer have a City contract? r Yes r= No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? r Yes r- No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r- Yes r. No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? (- Yes r= No Ruben Garcia III Page 4 of 6 If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. I work for the Corpus Christi Army Depot. While I am confident I can perform the official duties given my experience, there may be a time when it is mandatory to work overtime. I have not seen this mandate in several years, but it is possible given the nature of our mission to support the war fighter. In the event I am on call, I may not be able to respond immediately due to a possibility of mandatory over time. But I will certainly answer the call upon immediate availability thereafter. Board-specific questions (if applicable) Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Have you resided in the City for at least 3 years? r Yes r No Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Have you held public office during the past 3 years? r Yes r• No Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Are you over 25 years of age? r. Yes r No Ruben Garcia III Page 5 of 6 Question applies to multiple boards Are you willing to provide an Annual Report of Financial Information as required by the Code of Ethics? rYes rNo Ruben Garcia III Page 6 of 6 c®errs cssisriassr®EP®r BETTER-£ASTER-eVST££Fffl= 4 Biograp .+ Ruben Garcia III i Aircraft Examiner Directorate of Engine and Power Train Production ok r Ruben Garcia was born in Corpus Christi, TX in 1984. He attended Mary Carroll High School and graduated in 2002. After a semester at Del Mar College, he joined the United States Air Force Reserve and started his career in aviation maintenance. Realizing the importance of education, Ruben took advantage of his educational benefits and went back to Del Mar College. He achieved his Associates Degree in Aviation Maintenance Technology from the Community College of the Air Force. Furthermore, he finished the program at Del Mar College and attained a second Associates Degree in Liberal Arts. Ruben continued his education at the University of the Incarnate Word and obtained a Bachelor of Arts in Administration with a minor in Human Resource Management in 2015. Currently, he is pursuing a Master's in Public Administration at Texas A&M Corpus Christi. Ruben started his career in aviation maintenance in 2003, and after serving in support of Operation Enduring Freedom, he was offered a full time job with the Air Force as a civilian working as an aerospace propulsion specialist. Thereafter, Ruben transferred to the Corpus Christi Army Depot in June 2007. He started his CCAD career as a helper, and with hard work and determination was soon promoted to a journeyman level mechanic in April 2008. With a commitment to professional development, he was accepted into the CCAD UPLIFT Program and graduated in 2014. During this time Ruben was then promoted to work leader in Rotor Control. After a year, he accepted a position as a Quality Control Inspector where he supported Transmission, Gearbox, and Rotor Head systems. Currently, Ruben serves as an Aircraft Examiner for the Directorae of Engine and Powertrain Production. Ruben is a dedicated husband and father of two beautiful little girls. He volunteers at his local church where he is an active member at Most Precious Blood Catholic Church. He is currently a member of the Texas Air National Guard as a non- commisioned officer. D :0 D our Public Affairs Office 308 CrecySt. Mail Stop#11 Command Ste. Room#116 Corpus Christi,TX 78419 Scan website www.ncad.e toar visit p P website @ www.ccad.army.mil 3619613627 Ruben Garcia III OBJECTIVE With over 13 years of professional experience, I specialize in compliance with a wide range of specialties such as environmental, safety, airworthiness, quality management system, and International Organization for Standardization. My experience also includes the importance of business development by making decisions based on analytical trends. In addition to earning a Bachelor's Degree from the University of the Incarnate Word, which has provided a foundation in organizational development, I strongly believe in my aptitude to adapt, learn, and apply myself to achieve organizational goals. QUALIFICATIONS • Over 13 years of professional experience • Bachelor of Arts in Administration • Strategic planning experience • Business decisions based on cost estimates • Analyzing trends for process improvements • Specialize in compliance • Strong research skills • Quality Management System experience • Military veteran • Civilian Service Medal WORK HISTORY AIRCRAFT EXAMINER/CORPUS CHRISTI ARMY DEPOT/JUNE 2016-PRESENT Conduct examinations, and evaluations of a variety of Army, Navy, and/or Air Force aircraft rotary wing transmissions and gearboxes on a pre-induction basis, inclusive of the different systems, subsystems, components, and sub-components and parts thereof, either within the assigned workload of CCAD, or for aircraft powertrain components assigned to foreign countries or different contractors for the purpose of determining the depth and scope of the necessary repair, overhaul, and/or modification required to return such aircraft components to a serviceable condition in accordance with the applicable Project Directive, mission statement, or customer specified statement of work. Prepare cost estimate reports, outlining parts and material required to repair such aircraft rotary wing transmissions and gearboxes, as well as forecasting labor requirements and cost; to accomplish needed repair, overhaul, and modification. Relevant skills: upper level position, strong adherence to a variety of standards, procedures, policy, tech data, regulations, quality management system, analyze trends, make business decisions based on cost estimates, team building, meeting deadlines, training others, work under pressure, establish work guidelines QUALITY CONTORL INSPECTOR/CORPUS CHRISTI ARMY DEPOT/FEBRUARY 2015-JUNE 2016 Serve as a quality control inspector responsible for inspection of a variety of aircraft transmissions, gear boxes, other power train assemblies, and related components that have been overhauled, repaired, or modified by trade workers. Work may involve assignment at any one of several inspection stations, located in individual shops that may specialize in a certain model of the equipment identified. Performs in-process and final acceptance inspections. Monitor testing of items and/or performs static or operational tests. Assure that all work processes accomplished meet established quality control criteria, i.e., good workmanship, specified measurements and tolerances, and conformance with current technical data and work specifications. Relevant skills: quality control, strong adherence to a variety of standards, procedures, policy, tech data, using automated systems to analyze both successful and unsuccessful trends, assist management with business decisions based on analytical trends, documentation of objective evidence, teamwork, team building, working well under pressure, meeting deadlines, writing reports WORK LEADER/CORPUS CHRISTI ARMY DEPOT/FEBRUARY 2014-FEBRUARY 2015 Lead a branch of the transmission production operations in a highly industrialized depot complex engaged in the maintenance, repair, and/or overhaul of gearbox assemblies, sub-assemblies, accessories, components, and other parts. Carry out plans and execute all operational, some administrative and technical functions of the organization from management. Distribute assignments to subordinates and establish timelines. Verify work in progress and when finished, check for compliance with supervisor's instructions on work sequence, procedures, methods, and deadlines. Relevant skills: Compliance with all technical data, research skills, team building, working under pressure, meeting deadlines, executing plans, training others EDUCATION BACKGROUND University of the Incarnate Word Bachelor of Arts in Administration MILITARY BACKGROUND U.S. Air Force Reserve September 2003-September 2012 Honorable Discharge (Staff Sergeant) Supported Operation Enduring Freedom/Operation Iraqi Freedom National Defense Medal, Air Force Achievement Medal, Armed Forces Reserve Medal w/ M device, Global War on Terrorism Service Medal Texas Air National Guard December 2015-Current Staff Sergeant Professional references upon request pill - rs* of fhr PLT f4r nuf4nrit� v tf,e ourb of rzt�trrs ttT14 UVIOU fl�-e xrrrslltlueats4�fiuu f tklr ax�tff rnnfars �r Ian �urn Murritt III CIL, of �6tt im'Atntllilt ifh illt tl�p rig4fs mu4 prixii[eges pertaining t4impfa f4is fife fuurftj ba}i of pierettlhrr, ffira t4mtsanl un8 fiffeen_ r �y ky f CITY OF CORPUS CHRISTI Submit Date: May 16, 2017 Application for a City Board, Commission, Committee or Corporation Profile Craig C Hebner First Name Middle Initial Last Name Email Address Street Address State City Postal Code What district do you live in? V District 1 Current resident of the city? Yes f- No 37 If yes,how many years? Are you a registered voter? r Yes ( No Primary Phone Alternate Phone Horton Automatic Customer Care/ Parts Manager ,,,,oyer Job Title 4242 Baldwin Blvd Work Address-Street Address and Suite Number Corpus Christi Work Address-City Craig C Hebner Page 1 of 7 Texas Work Address-State 78405 Work Address-Zip Code 3618666719 Work Phone Craig_Hebner@Overheaddoor.com Work E-mail address Preferred Mailing Address rJ Home/Primary Address Which Boards would you like to apply for? CLEAN CITY ADVISORY COMMITTEE: Submitted WATER RESOURCES ADVISORY COMMITTEE: Submitted PLANNING COMMISSION: Submitted OIL AND GAS ADVISORY COMMITTEE: Submitted CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION: Submitted CIVIL SERVICE COMMISSION: Submitted CIVIL SERVICE BOARD: Submitted BUILDING STANDARDS BOARD: Submitted AIRPORT BOARD: Submitted Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: None Education, Professional and/or Community Activity (Present) Trustee on Board of Directors for Wood River Home Owners Association Why are you interested in serving on a City board, commission or committee? I believe that everyone has the responsibility to better their environment both for themselves and their children. Craig C Hebner Page 2 of 7 Craig Resume_5-1-16_2 .docx Upload a Resume Demographics Gender V Male Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. V I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. V I Agree Craig C Hebner Page 3 of 7 Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? Yes r No Do you, your spouse, your business or your spouse's business have a City contract? Yes (- No Does your employer or your spouse's employer have a City contract? Yes e No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? r Yes r No Craig C Hebner Page 4 of 7 Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? rw Yes r No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. Board-specific questions (if applicable) Question applies to BUILDING STANDARDS BOARD Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? W None of the above Question applies to BUILDING STANDARDS BOARD Are you a Homeowner in the City of Corpus Christi? r Yes r- No Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Have you resided in the City for at least 3 years? r Yes r^ No Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Have you held public office during the past 3 years? r Yes r= No Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Are you over 25 years of age? r. Yes r No Craig C Hebner Page 5 of 7 Question applies to CLEAN CITY ADVISORY COMMITTEE Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? W None of the above Question applies to OIL AND GAS ADVISORY COMMITTEE Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? W Not Connected with Oil and Gas Well Industry Question applies to WATER RESOURCES ADVISORY COMMITTEE Per city ordinance, the committee must include members representing certain categories. Do you qualify for any of the following categories? * W Residential Customer and Home Owner of City's Water System Craig C Hebner Page 6 of 7 Question applies to multiple boards Are you willing to provide an Annual Report of Financial Information as required by the Code of Ethics? r Yes r No Craig C Hebner Page 7 of 7 Highlights • Work tasks have required a high level of multitasking and organization • Previous and current positions have enabled me to gain experience in leadership and training • Extremely adaptable to changing environments and highly productive in fast pace environments • Self starter and have a high level of expectations of work quality Work Experience Chicago Bridge & Iron Portland, TX February 2015— Current Construction Manager Construction Manager • Assist in managing $2 billion dollar project by scheduling the project in logical, efficient steps and budget time required to meet deadlines • Determine labor requirements and dispatch 500 to 600 workers to 10-12 different construction sites • Inspect and review projects to monitor compliance with building, safety, and other dictating codes • Prepare contracts and negotiate revisions, changes and additions to contractual agreements with architects, consultants, clients, suppliers and subcontractors • Interpret, explain plans and contract terms to administrative staff, workers, and clients representing the owner or developer • Obtain all necessary permits and licenses averaging 10-20 permits per month and 10-15 certifications • Direct and supervise 5 direct staff members and 500-600 contractors • Study job specifications to determine appropriate construction methods • Requisition $200k to $500k of supplies and materials to complete construction projects • Prepare and submit budget estimates and progress /cost tracking reports • Develop and implement quality control programs • Take actions to deal with the results of delays, bad weather, or emergencies at construction sites • Confer with supervisory personnel, owners, contractors, and design professionals to discuss and resolve matters such as work procedures, complaints, and construction issues. • Plan, organize, and direct activities concerned with the construction and maintenance of structures, facilities, and systems • Investigate damage, accidents, or delays at sites, to ensure that proper procedures are being carried out 0 Evaluate construction methods and determine cost-effectiveness of plans Tornado Production Services Orange Grove, TX 2013 —January 2015 Supervisor of Training & Special Projects Special Projects Supervisor: • Lead job site engineer assigned to manage logistics and personnel on various job sites • Evaluate Erection & Site Plans to determine proper personnel,job site equipment, and materials needed • Prior to arrival on j ob site, prepare and coordinate safety training and procedures required by customers and governmental agencies • Organize strategic project meetings to ensure all parties involved are aware of individual responsibilities and expectations • Prior to any rigging of equipment, survey area for any hazards or obstacles • Oversee erection of equipment and preparation of all materials according to site and project plans • Manage the project from beginning to completion. Mitigate any and all diversions from original project plans due to unforeseen circumstance (ie: weather, equipment failure) • During project duration, accurate reports and detail logs are meticulously maintained to ensure proper billing, inventory control, and project completion analysis • Conducts debriefing meeting to evaluate personnel, material, and equipment performance • Manipulate the weight and viscosity of fluids using brine, gels, viscosifiers, and other weighted fluids in order to control friction, weight, and temperature • Test/develop new techniques for broadening variety of well demands Supervisor of Training • Train new staff members in techniques for maintaining proper fluids control, billing, and costumer relations • Certify junior personnel to become engineers • As safety representative for numerous contractors/costumers, in charge of safety training, regulation enforcement, and reporting • Assisted with development and adjustments of procedures to ensure meeting safety requirement given by clients, EPA and OSHA Oilstates Performance Fluids Lead Engineer 2009-2012 Alice, TX • Lead job site engineer assigned to manage logistics and personnel • Manipulate the weight and viscosity of fluids using brine, gels, viscosifiers, and other weighted fluids in order to control friction, weight, and temperature • Train new staff members in techniques for maintaining proper fluids control, billing, and costumer relations • As safety representative for numerous contractors/costumers, in charge of safety training, regulation enforcement, and reporting • Assisted with development and adjustments of procedures to ensure meeting safety requirement given by clients, EPA and OSHA Tetra Technologies Fluid & Mud Engineer 2007-2009 Alice, TX • Manipulate the weight and viscosity of fluids using brine, gels, viscosifiers, and other weighted fluids in order to control friction, weight, and temperature • Running and maintaining chemical and mud mixing plants • Manage dilution of chemicals and track inventories of both liquid and dry chemicals • Analyze samples of fluids and formations to troubleshoot well-bore problems Bronco Oilfield Services Hydraulic Choke Operator 2003-2007 Corpus Christi, TX • Monitor the gas well utilizing sensitive gauges and instruments to control the release of pressure using hydraulic chokes and valves • Repair and maintain manual and hydraulic valves, position sensors, and analog/digital gauges • Maintain hydraulic accumulators, compressors, and generators • Regular use of tools including but not limited to impacts, hydraulic wrenches, machinery, and heavy equipment United States Marine Corps Infantry 1998-20022 Camp Pendleton, CA • Lead and direct fire missions in support of ground troops • Provide intelligence of targets, casualty estimations • Combat, close with, and destroy hostile targets using an assortment of munitions, small arms, fire, movement, and concealment Education, Certifications, & Training Nuclear, Biological, & Chemical Warfare Tetra Mud School Combat Lifesavers Course Tetra Well Control School Combat Controller Fluid Engineer School Basic EMT Course Defensive Driving Range Safety Officer Plant Operations Course Heavy Equipment Operators Course PEC SafeGulf School of Infantry PEC SafeLand Marine Corps Leadership School Offshore Safety Certification Flight Deck Safety Course IADC Global Leadership Course Crane & Riggers Course Forklift Certification Offshore Safety Certification Rig Pass HSE Safety A.R.C. CPR and First Aid Certification CUDD Firefighting School CUDD Well Control School H2S Certification References Available Upon Request CITY OF CORPUS CHRISTI Submit Date: Feb 22, 2018 Application for a City Board, Commission, Committee or Corporation Profile Zachary King First Name Last Name Email Address Street Address State City Postal Code What district do you live in? V District 4 Current resident of the city? Yes f- No 5 If yes,how many years? Are you a registered voter? r Yes ( No Primary Phone Alternate Phone Nueces County Deputy Constable i mployer Job Title 705 W. Ave A Work Address-Street Address and Suite Number Port Aransas Work Address-City Zachary King Page 1 of 6 TX Work Address-State 78373 Work Address-Zip Code 361-749-5212 Work Phone zachary.king@nuecesco.com Work E-mail address Preferred Mailing Address rJ Work Address Which Boards would you like to apply for? CIVIL SERVICE COMMISSION: Submitted Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) High School Diploma, some college, police officer for 10 years, the last 5 with Nueces County Why are you interested in serving on a City board, commission or committee? I wish to serve the community by having a voice in local decision making. Demographics Gender W Male Zachary King Page 2 of 6 Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Zachary King Page 3 of 6 Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes r. No Do you, your spouse, your business or your spouse's business have a City contract? r- Yes r= No Does your employer or your spouse's employer have a City contract? r Yes r= No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? (- Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r- Yes r. No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? (- Yes r= No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. N/A Zachary King Page 4 of 6 Board-specific questions (if applicable) Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Have you resided in the City for at least 3 years? (.- Yes r No Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Have you held public office during the past 3 years? (- Yes (-. No Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Are you over 25 years of age? (.- Yes r* No Zachary King Page 5 of 6 Question applies to multiple boards Are you willing to provide an Annual Report of Financial Information as required by the Code of Ethics? r Yes r No Zachary King Page 6 of 6 CITY OF CORPUS CHRISTI Submit Date: Jul 10, 2017 Application for a City Board, Commission, Committee or Corporation Profile Robert C Soape First Name Middle Initial Last Name Email Address Street Address State City Postal Code What district do you live in? V District 5 Current resident of the city? Yes f- No 8 If yes,how many years? Primary Phone Alternate Phone n/a n/a Employer Job Title n/a Work Address-Street Address and Suite Number n/a Work Address-City n/a Work Address-State Robert C Soape Page 1 of 6 n/a Work Address-Zip Code n/a Work Phone kolt45soape@gmail.com Work E-mail address Preferred Mailing Address jW Home/Primary Address Which Boards would you like to apply for? TREE ADVISORY COMMITTEE: Submitted TRANSPORTATION ADVISORY COMMISSION: Submitted LANDMARK COMMISSION: Submitted HUMAN RELATIONS COMMISSION: Submitted COMMISSION ON CHILDREN & YOUTH: Submitted CIVIL SERVICE COMMISSION: Submitted CIVIL SERVICE BOARD: Submitted Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: I am currently applying to all boards and comittees necssary to help my community Education, Professional and/or Community Activity (Present) graduated in 2010 from ray highschool and currently reaching out to any and all those I come across who are wanting to see a change within our local community Why are you interested in serving on a City board, commission or committee? I want to be apart of the change I wish to see around me and it starts right here in the city of corpus Christi tx Demographics Robert C Soape Page 2 of 6 Gender W Male Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Robert C Soape Page 3 of 6 Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes r No Do you, your spouse, your business or your spouse's business have a City contract? r- YesrNo Does your employer or your spouse's employer have a City contract? r Yes r- No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ( Yes r- No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? (- Yes r No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. Robert C Soape Page 4 of 6 Board-specific questions (if applicable) Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Have you resided in the City for at least 3 years? (.- Yes r No Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Have you held public office during the past 3 years? (- Yes (-. No Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Are you over 25 years of age? (.- YesrNo Question applies to COMMISSION ON CHILDREN &YOUTH Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? None Selected Question applies to HUMAN RELATIONS COMMISSION Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? None Selected Question applies to LANDMARK COMMISSION Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? None Selected Robert C Soape Page 5 of 6 Question applies to TRANSPORTATION ADVISORY COMMISSION Per city ordinance, at least one member of this commission shall represent the bicycling community. Do you qualify for this category? (- YesNo Question applies to TREE ADVISORY COMMITTEE Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? None Selected Question applies to multiple boards Are you willing to provide an Annual Report of Financial Information as required by the Code of Ethics? r- Yes r No Robert C Soape Page 6 of 6 City Of Corpus Christi CIVIL SERVICE BOARD BOARD DETAILS SIZE 5 Seats The Civil Service Board adopts, amends, and in enforces a code of rules and regulations 107 TERM LENGTH 3 Years providing for appointment, employment, or OVERVIEW TERM LIMIT 6 Years suspension in all positions in the classified service based upon citizenship, character, merit, efficiency, and industry, which shall have the force and effect of law; and also rules regulating promotions, demotions, reduction in force of employees in the classified service and in what order they shall be dismissed and reinstated. ................................................................................................................................................................................................................................................................................................................................................................................. COMPOSITION Three(3)members and two(2)alternate members shall be appointed by the F-Elk Council for three-year terms or until a successor is named.The members choose their own chairman and appoint a chief examiner,not a member of the Board,who shall also act as secretary.Members must(1) be of good moral character, (2) be a U.S. Citizen, (3)be a resident of the City and have lived in the City for three years DETAILS preceding appointment, (4)be over 25 years of age,and (5)not have held a public office within the preceding three years,with the exception of notary public. ......... . . ............ . . ............. . . ............ . ................................................................................................................................................................................................................................................ CREATION/AUTHORITY City Charter Amendment Art.VII, Sec.2(3-25-55),Ord. 12948,Ord. 17258- 9/15/82;amended 4-3-93;Ord.31 007- 11/21/16. ................................................................................................................................................................................................................................ MEETS Meets third Thursday of every month and on call,9:00 a.m., Human Resources Conference Room,2nd Floor, City Hall. ............................................................................................................................................................................................................................................................................................................................... TERM DETAILS Three-year terms. ............................................................................................................................................................................................................................................................................................................................... DEPARTMENT Human Resources .............................................................................................................................................................................................................................................................................................................................. OTHER INFORMATION CIVIL SERVICE BOARD Page 1 of 1 Civil Service Board May 15, 2018 Four(4)vacancies with terms to 6/15/18 and 6/15/19 representing the following categories: 2-Regular Members and 2-Alternate Members. (The City Council appoints to the Civil Service Board and the City Manager appoints to the Civil Service Commission. Traditionally,the same members serve on the Civil Service Board and Commission.)(Staff is recommending postponement of one(1) Regular Member and the two(2)Alternate Members for further recruitment.) MN i Robert W Judkins* CIVIL SERVICE BOARD Seeking Reinstatement District 5 1 6/15/19 Regular Karen Beard CIVIL SERVICE BOARD Resigned District 2 Partial 6/15/18 Regular Guy Nickleson CIVIL SERVICE BOARD Active District 5 2 6/15/20 Regular Vacancy CIVIL SERVICE BOARD Vacant Alternate Vacancy CIVIL SERVICE BOARD Vacant or `X� IWO Alternate *Automatic termination due to failure to timely file a Report of Financial Information per the Code of Ethics. Civil Service Board Applicants May 15,2018 Board Applying For lWorkAddress Ir Gerald Avila CIVIL SERVICE BOARD District 5 Casitas de Avila,LLC&Delmar College 7410 Trail Creek Dr Corpus Christi TX Ruben Garcia III CIVIL SERVICE BOARD District 5 Corpus Christi Army Depot 308 3rd St. Corpus Christi TX Craig C Hebner CIVIL SERVICE BOARD District 1 Horton Automatic 4242 Baldwin Blvd Corpus Christi TX Robert C Soape CIVIL SERVICE BOARD District 5 CITY OF CORPUS CHRISTI Submit Date: May 04, 2018 Application for a City Board, Commission, Committee or Corporation Profile Gerald Avila First Name Last Name Email Address Street Address State City Postal Code What district do you live in? V District 5 Current resident of the city? Yes f- No 7 If yes,how many years? Are you a registered voter? r Yes ( No Primary Phone Alternate Phone Casitas de Avila, LLC & Delmar College Owner and Adjunct Professor i iiployer Job Title 7410 Trail Creek Dr Work Address-Street Address and Suite Number Corpus Christi Work Address-City Gerald Avila Page 1 of 6 Texas Work Address-State 78414 Work Address-Zip Code 3616732595 Work Phone casitasdeavila@gmail.com Work E-mail address Preferred Mailing Address rJ Home/Primary Address Which Boards would you like to apply for? CIVIL SERVICE BOARD: Submitted Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: No Education, Professional and/or Community Activity (Present) Bachelors Degree in History and Government Masters Degree in Adult Education & Programming Retired Army achieving the rank of Lieutenant Colonel; last position was Professor of Military Science at TAMUCC and Battalion Commander of the ROTC Program Volunteer in various Veteran Programs Member of Big Brother Big Sister Program Why are you interested in serving on a City board, commission or committee? I want to continue to serve my community. I served in the Army a total of 26 years and I miss serving others. I have a wealth of experience and knowledge I can share. Avila Resume.docx Upload a Resume Gerald Avila Page 2 of 6 Demographics Gender 9 Male Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Gerald Avila Page 3 of 6 Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes r. No Do you, your spouse, your business or your spouse's business have a City contract? r- Yes r= No Does your employer or your spouse's employer have a City contract? r Yes r= No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? (- Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r- Yes r. No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? (- Yes r= No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. None Gerald Avila Page 4 of 6 Board-specific questions (if applicable) Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Have you resided in the City for at least 3 years? (.- Yes r No Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Have you held public office during the past 3 years? (- Yes (-. No Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Are you over 25 years of age? (.- Yes r* No Gerald Avila Page 5 of 6 Question applies to multiple boards Are you willing to provide an Annual Report of Financial Information as required by the Code of Ethics? r Yes r No Gerald Avila Page 6 of 6 Gerald Avila SUMMARY Provide executive leadership with a clear vision and goals; establish a moral and ethical positive environment by example and through open communication; motivate passionate personnel to improve others way of life through grassroots approaches which will impact and inspire all. -Cultural Astute -Bilingual (English/Spanish) -Instruction -Teambuilding -Resource Manager -Strategic Planning -Result oriented -Program Design -Multi-task oriented -Negotiator -Budget -Leadership CAREER HIGHLIGHTS Executive Leadership • Created a strategy to recruit, develop, retain and commission top quality college students as Second Lieutenants into the U.S. Army as the CEO and Professor of Military Science, Reserve Officer Training Corps (ROTC), Texas A&M University-Corpus Christi. Designed a marketing and branding plan to expose the organization to the local and regional community while developing students through outcome based training and education. - Commissioned 47 adaptive and critical thinking officers into the U.S. Army. - Negotiated and secured a 1300 acre ranch for training; over $2 million in scholarships for students; and the retention of over 100 students per school year. - Organization is now the Premier Senior ROTC Program in South Texas. Management • Provided direct oversight of program staffs consisting of military and federal civilian employees. Managed program's daily operations to include operations, logistics, budget, legal actions, training, safety, and facilities. -Processed over 56,000 Soldiers into the U.S. Army. -Maintained an operational budget of$780,000. -Flawlessly facilitated the realignment of multiple Army organizations and restructuring them to maximize unit effectiveness Operations • Planned, programmed, and implemented strategic human resources reforms for the Afghan National Army. Shaped the complex environment by working directly with the Afghan Deputy Minister of Defense to develop and implement human resources policies and regulations. -Developed the Afghan Personnel Systems Lifecycle Model that was adopted and implemented throughout the Ministry of Defense. -Facilitated the development and implementation of 13 human resources systems throughout the Afghan National Army. -Thrived in a multi-national, multi-service environment. Greatly improved U.S. and Afghan relations through cultural awareness, active listening, and diplomatic negotiations. PROFESSIONAL EXPERIENCE U.S. Army Officer, Senior Human Resources Officer 1994-2014 Successful and distinguished military career progressing to the rank of Lieutenant Colonel with increasingly responsible positions requiring direct leadership, definite ethical conduct, project planning and execution, and fiscal responsibility. Chief Executive Officer and Professor of Military Science, United States Army Cadet Command, Texas A&M University-Corpus Christi, Corpus Christi, TX, 2011— Present • Provided vision, established a strategy, and managed resources to meet goals and objectives. • Developed adaptive, critical leaders through Outcomes Based Training and Education. • Fostered relationships between the U.S. Army, university officials, and community leaders. Executive Officer, 43d Reception Battalion, Ft. Leonard Wood, MO, 2010-2011 • Managed the program's daily operation of processing soldiers into the U.S. Army and transporting them to their assigned training units resulting in processing over 24k soldiers a year. • Designed effective processing mechanisms to maximize efficiency by leading a team of external federal agencies greatly reducing soldier attrition rate from 5% to 1.6%. Senior Advisor to Deputy Minister of Defense for Personnel and Education, Combined Security Transition Command-Afghanistan, Operation Enduring Freedom, 2007-2008. • Subject matter expert on all U.S. Army human resources policies and aided Afghan National Army human personnel recruit, process, and document over 125,000 Afghan soldiers. • Selected as Senior Advisor to the Deputy Minister of Defense by achieving a 100% approval rate on human resource policies through diplomatic negotiations with various Afghan diplomats. Senior Human Resources Operations Officer, 21St Theater Sustainment Command, Kaiserslautern, Germany, 2006-2007. • Human resources planner of the largest logistics organization outside the United States covering the European continent and provided accountability oversight of thousands of soldiers deploying from Europe to Afghanistan and Iraq. • Project manager on the implementation of a new Army human resources application throughout the organization; as well as the employment of human resource sustainment center in Europe. • Directly involved in planning the restructure of the organization which led to the successful transformation of three large size units, the inactivation of two units, while simultaneously deploying and re-integrating units in support of the Global War on Terrorism. EDUCATION Texas Teacher Certification, Corpus Christi, TX Master of Science in Adult Education and Programming, Kansas State University, KS Bachelor of Arts in History and Government, New Mexico State University, NM Senior Officer Leadership School, Ft. Leavenworth, KS Senior Human Resources Officer Course, Ft. Jackson, SC Officer Leadership School, Ft. Leavenworth, KS Human Resources Officer Course, Ft. Ben Harrison, IN PROFESSIONAL SOCIETIES/MEMBERSHIPS Iraq and Afghanistan Veterans of America (IAVA) Society for Comparative Adult Education c®errs cssisriassr®EP®r BETTER-£ASTER-eVST££Fffl= 4 Biograp .+ Ruben Garcia III i Aircraft Examiner Directorate of Engine and Power Train Production ok r Ruben Garcia was born in Corpus Christi, TX in 1984. He attended Mary Carroll High School and graduated in 2002. After a semester at Del Mar College, he joined the United States Air Force Reserve and started his career in aviation maintenance. Realizing the importance of education, Ruben took advantage of his educational benefits and went back to Del Mar College. He achieved his Associates Degree in Aviation Maintenance Technology from the Community College of the Air Force. Furthermore, he finished the program at Del Mar College and attained a second Associates Degree in Liberal Arts. Ruben continued his education at the University of the Incarnate Word and obtained a Bachelor of Arts in Administration with a minor in Human Resource Management in 2015. Currently, he is pursuing a Master's in Public Administration at Texas A&M Corpus Christi. Ruben started his career in aviation maintenance in 2003, and after serving in support of Operation Enduring Freedom, he was offered a full time job with the Air Force as a civilian working as an aerospace propulsion specialist. Thereafter, Ruben transferred to the Corpus Christi Army Depot in June 2007. He started his CCAD career as a helper, and with hard work and determination was soon promoted to a journeyman level mechanic in April 2008. With a commitment to professional development, he was accepted into the CCAD UPLIFT Program and graduated in 2014. During this time Ruben was then promoted to work leader in Rotor Control. After a year, he accepted a position as a Quality Control Inspector where he supported Transmission, Gearbox, and Rotor Head systems. Currently, Ruben serves as an Aircraft Examiner for the Directorae of Engine and Powertrain Production. Ruben is a dedicated husband and father of two beautiful little girls. He volunteers at his local church where he is an active member at Most Precious Blood Catholic Church. He is currently a member of the Texas Air National Guard as a non- commisioned officer. D :0 D our Public Affairs Office 308 CrecySt. Mail Stop#11 Command Ste. Room#116 Corpus Christi,TX 78419 Scan website www.ncad.e toar visit p P website @ www.ccad.army.mil 3619613627 CITY OF CORPUS CHRISTI Submit Date: Oct 03, 2017 Application for a City Board, Commission, Committee or Corporation Profile Ruben Garcia III First Name Last Name Email Address Street Address State City Postal Code What district do you live in? V District 5 Current resident of the city? Yes f- No 30 If yes,how many years? Primary Phone Alternate Phone Corpus Christi Army Depot Aircraft Examiner Employer Job Title 308 3rd St. Work Address-Street Address and Suite Number Corpus Christi Work Address-City TX Work Address-State Ruben Garcia III Page 1 of 6 78419 Work Address-Zip Code 361-961-6289 Work Phone ruben.garcia180.civ@mail.mil Work E-mail address Preferred Mailing Address jW Home/Primary Address Which Boards would you like to apply for? CIVIL SERVICE COMMISSION: Submitted CIVIL SERVICE BOARD: Submitted Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: N/A Education, Professional and/or Community Activity (Present) Associate's Degree-Liberal Arts, Del Mar College Bachelor's Degree-Administration, Minor in Human Resources, University of the Incarnate Word Graduate Student-Masters in Public Administration, Texas A&M Corpus Christi Why are you interested in serving on a City board, commission or committee? I have a desire to serve my community in a greater capacity. I believe I can make a positive impact in our local community with my education and professional experience. Ruben Garcia III resume .docx Upload a Resume Ruben Garcia Bio.docx Please upload any additional supporting documents. Ruben Garcia III Page 2 of 6 Demographics Gender 9 Male Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Ruben Garcia III Page 3 of 6 Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes r. No Do you, your spouse, your business or your spouse's business have a City contract? r- Yes r= No Does your employer or your spouse's employer have a City contract? r Yes r= No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? r Yes r- No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r- Yes r. No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? (- Yes r= No Ruben Garcia III Page 4 of 6 If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. I work for the Corpus Christi Army Depot. While I am confident I can perform the official duties given my experience, there may be a time when it is mandatory to work overtime. I have not seen this mandate in several years, but it is possible given the nature of our mission to support the war fighter. In the event I am on call, I may not be able to respond immediately due to a possibility of mandatory over time. But I will certainly answer the call upon immediate availability thereafter. Board-specific questions (if applicable) Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Have you resided in the City for at least 3 years? r Yes r No Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Have you held public office during the past 3 years? r Yes r• No Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Are you over 25 years of age? r. Yes r No Ruben Garcia III Page 5 of 6 Question applies to multiple boards Are you willing to provide an Annual Report of Financial Information as required by the Code of Ethics? rYes rNo Ruben Garcia III Page 6 of 6 Ruben Garcia III OBJECTIVE With over 13 years of professional experience, I specialize in compliance with a wide range of specialties such as environmental, safety, airworthiness, quality management system, and International Organization for Standardization. My experience also includes the importance of business development by making decisions based on analytical trends. In addition to earning a Bachelor's Degree from the University of the Incarnate Word, which has provided a foundation in organizational development, I strongly believe in my aptitude to adapt, learn, and apply myself to achieve organizational goals. QUALIFICATIONS • Over 13 years of professional experience • Bachelor of Arts in Administration • Strategic planning experience • Business decisions based on cost estimates • Analyzing trends for process improvements • Specialize in compliance • Strong research skills • Quality Management System experience • Military veteran • Civilian Service Medal WORK HISTORY AIRCRAFT EXAMINER/CORPUS CHRISTI ARMY DEPOT/JUNE 2016-PRESENT Conduct examinations, and evaluations of a variety of Army, Navy, and/or Air Force aircraft rotary wing transmissions and gearboxes on a pre-induction basis, inclusive of the different systems, subsystems, components, and sub-components and parts thereof, either within the assigned workload of CCAD, or for aircraft powertrain components assigned to foreign countries or different contractors for the purpose of determining the depth and scope of the necessary repair, overhaul, and/or modification required to return such aircraft components to a serviceable condition in accordance with the applicable Project Directive, mission statement, or customer specified statement of work. Prepare cost estimate reports, outlining parts and material required to repair such aircraft rotary wing transmissions and gearboxes, as well as forecasting labor requirements and cost; to accomplish needed repair, overhaul, and modification. Relevant skills: upper level position, strong adherence to a variety of standards, procedures, policy, tech data, regulations, quality management system, analyze trends, make business decisions based on cost estimates, team building, meeting deadlines, training others, work under pressure, establish work guidelines QUALITY CONTORL INSPECTOR/CORPUS CHRISTI ARMY DEPOT/FEBRUARY 2015-JUNE 2016 Serve as a quality control inspector responsible for inspection of a variety of aircraft transmissions, gear boxes, other power train assemblies, and related components that have been overhauled, repaired, or modified by trade workers. Work may involve assignment at any one of several inspection stations, located in individual shops that may specialize in a certain model of the equipment identified. Performs in-process and final acceptance inspections. Monitor testing of items and/or performs static or operational tests. Assure that all work processes accomplished meet established quality control criteria, i.e., good workmanship, specified measurements and tolerances, and conformance with current technical data and work specifications. Relevant skills: quality control, strong adherence to a variety of standards, procedures, policy, tech data, using automated systems to analyze both successful and unsuccessful trends, assist management with business decisions based on analytical trends, documentation of objective evidence, teamwork, team building, working well under pressure, meeting deadlines, writing reports WORK LEADER/CORPUS CHRISTI ARMY DEPOT/FEBRUARY 2014-FEBRUARY 2015 Lead a branch of the transmission production operations in a highly industrialized depot complex engaged in the maintenance, repair, and/or overhaul of gearbox assemblies, sub-assemblies, accessories, components, and other parts. Carry out plans and execute all operational, some administrative and technical functions of the organization from management. Distribute assignments to subordinates and establish timelines. Verify work in progress and when finished, check for compliance with supervisor's instructions on work sequence, procedures, methods, and deadlines. Relevant skills: Compliance with all technical data, research skills, team building, working under pressure, meeting deadlines, executing plans, training others EDUCATION BACKGROUND University of the Incarnate Word Bachelor of Arts in Administration MILITARY BACKGROUND U.S. Air Force Reserve September 2003-September 2012 Honorable Discharge (Staff Sergeant) Supported Operation Enduring Freedom/Operation Iraqi Freedom National Defense Medal, Air Force Achievement Medal, Armed Forces Reserve Medal w/ M device, Global War on Terrorism Service Medal Texas Air National Guard December 2015-Current Staff Sergeant Professional references upon request pill - rs* of fhr PLT f4r nuf4nrit� v tf,e ourb of rzt�trrs ttT14 UVIOU fl�-e xrrrslltlueats4�fiuu f tklr ax�tff rnnfars �r Ian �urn Murritt III CIL, of �6tt im'Atntllilt ifh illt tl�p rig4fs mu4 prixii[eges pertaining t4impfa f4is fife fuurftj ba}i of pierettlhrr, ffira t4mtsanl un8 fiffeen_ r �y ky f CITY OF CORPUS CHRISTI Submit Date: May 16, 2017 Application for a City Board, Commission, Committee or Corporation Profile Craig C Hebner First Name Middle Initial Last Name Email Address Street Address State City Postal Code What district do you live in? V District 1 Current resident of the city? Yes f- No 37 If yes,how many years? Are you a registered voter? r Yes ( No Primary Phone Alternate Phone Horton Automatic Customer Care/ Parts Manager ,,,,oyer Job Title 4242 Baldwin Blvd Work Address-Street Address and Suite Number Corpus Christi Work Address-City Craig C Hebner Page 1 of 7 Texas Work Address-State 78405 Work Address-Zip Code 3618666719 Work Phone Craig_Hebner@Overheaddoor.com Work E-mail address Preferred Mailing Address rJ Home/Primary Address Which Boards would you like to apply for? CLEAN CITY ADVISORY COMMITTEE: Submitted WATER RESOURCES ADVISORY COMMITTEE: Submitted PLANNING COMMISSION: Submitted OIL AND GAS ADVISORY COMMITTEE: Submitted CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION: Submitted CIVIL SERVICE COMMISSION: Submitted CIVIL SERVICE BOARD: Submitted BUILDING STANDARDS BOARD: Submitted AIRPORT BOARD: Submitted Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: None Education, Professional and/or Community Activity (Present) Trustee on Board of Directors for Wood River Home Owners Association Why are you interested in serving on a City board, commission or committee? I believe that everyone has the responsibility to better their environment both for themselves and their children. Craig C Hebner Page 2 of 7 Craig Resume_5-1-16_2 .docx Upload a Resume Demographics Gender V Male Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. V I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. V I Agree Craig C Hebner Page 3 of 7 Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? Yes r No Do you, your spouse, your business or your spouse's business have a City contract? Yes (- No Does your employer or your spouse's employer have a City contract? Yes e No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? r Yes r No Craig C Hebner Page 4 of 7 Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? rw Yes r No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. Board-specific questions (if applicable) Question applies to BUILDING STANDARDS BOARD Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? W None of the above Question applies to BUILDING STANDARDS BOARD Are you a Homeowner in the City of Corpus Christi? r Yes r- No Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Have you resided in the City for at least 3 years? r Yes r^ No Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Have you held public office during the past 3 years? r Yes r= No Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Are you over 25 years of age? r. Yes r No Craig C Hebner Page 5 of 7 Question applies to CLEAN CITY ADVISORY COMMITTEE Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? W None of the above Question applies to OIL AND GAS ADVISORY COMMITTEE Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? W Not Connected with Oil and Gas Well Industry Question applies to WATER RESOURCES ADVISORY COMMITTEE Per city ordinance, the committee must include members representing certain categories. Do you qualify for any of the following categories? * W Residential Customer and Home Owner of City's Water System Craig C Hebner Page 6 of 7 Question applies to multiple boards Are you willing to provide an Annual Report of Financial Information as required by the Code of Ethics? r Yes r No Craig C Hebner Page 7 of 7 Highlights • Work tasks have required a high level of multitasking and organization • Previous and current positions have enabled me to gain experience in leadership and training • Extremely adaptable to changing environments and highly productive in fast pace environments • Self starter and have a high level of expectations of work quality Work Experience Chicago Bridge & Iron Portland, TX February 2015— Current Construction Manager Construction Manager • Assist in managing $2 billion dollar project by scheduling the project in logical, efficient steps and budget time required to meet deadlines • Determine labor requirements and dispatch 500 to 600 workers to 10-12 different construction sites • Inspect and review projects to monitor compliance with building, safety, and other dictating codes • Prepare contracts and negotiate revisions, changes and additions to contractual agreements with architects, consultants, clients, suppliers and subcontractors • Interpret, explain plans and contract terms to administrative staff, workers, and clients representing the owner or developer • Obtain all necessary permits and licenses averaging 10-20 permits per month and 10-15 certifications • Direct and supervise 5 direct staff members and 500-600 contractors • Study job specifications to determine appropriate construction methods • Requisition $200k to $500k of supplies and materials to complete construction projects • Prepare and submit budget estimates and progress /cost tracking reports • Develop and implement quality control programs • Take actions to deal with the results of delays, bad weather, or emergencies at construction sites • Confer with supervisory personnel, owners, contractors, and design professionals to discuss and resolve matters such as work procedures, complaints, and construction issues. • Plan, organize, and direct activities concerned with the construction and maintenance of structures, facilities, and systems • Investigate damage, accidents, or delays at sites, to ensure that proper procedures are being carried out 0 Evaluate construction methods and determine cost-effectiveness of plans Tornado Production Services Orange Grove, TX 2013 —January 2015 Supervisor of Training & Special Projects Special Projects Supervisor: • Lead job site engineer assigned to manage logistics and personnel on various job sites • Evaluate Erection & Site Plans to determine proper personnel,job site equipment, and materials needed • Prior to arrival on j ob site, prepare and coordinate safety training and procedures required by customers and governmental agencies • Organize strategic project meetings to ensure all parties involved are aware of individual responsibilities and expectations • Prior to any rigging of equipment, survey area for any hazards or obstacles • Oversee erection of equipment and preparation of all materials according to site and project plans • Manage the project from beginning to completion. Mitigate any and all diversions from original project plans due to unforeseen circumstance (ie: weather, equipment failure) • During project duration, accurate reports and detail logs are meticulously maintained to ensure proper billing, inventory control, and project completion analysis • Conducts debriefing meeting to evaluate personnel, material, and equipment performance • Manipulate the weight and viscosity of fluids using brine, gels, viscosifiers, and other weighted fluids in order to control friction, weight, and temperature • Test/develop new techniques for broadening variety of well demands Supervisor of Training • Train new staff members in techniques for maintaining proper fluids control, billing, and costumer relations • Certify junior personnel to become engineers • As safety representative for numerous contractors/costumers, in charge of safety training, regulation enforcement, and reporting • Assisted with development and adjustments of procedures to ensure meeting safety requirement given by clients, EPA and OSHA Oilstates Performance Fluids Lead Engineer 2009-2012 Alice, TX • Lead job site engineer assigned to manage logistics and personnel • Manipulate the weight and viscosity of fluids using brine, gels, viscosifiers, and other weighted fluids in order to control friction, weight, and temperature • Train new staff members in techniques for maintaining proper fluids control, billing, and costumer relations • As safety representative for numerous contractors/costumers, in charge of safety training, regulation enforcement, and reporting • Assisted with development and adjustments of procedures to ensure meeting safety requirement given by clients, EPA and OSHA Tetra Technologies Fluid & Mud Engineer 2007-2009 Alice, TX • Manipulate the weight and viscosity of fluids using brine, gels, viscosifiers, and other weighted fluids in order to control friction, weight, and temperature • Running and maintaining chemical and mud mixing plants • Manage dilution of chemicals and track inventories of both liquid and dry chemicals • Analyze samples of fluids and formations to troubleshoot well-bore problems Bronco Oilfield Services Hydraulic Choke Operator 2003-2007 Corpus Christi, TX • Monitor the gas well utilizing sensitive gauges and instruments to control the release of pressure using hydraulic chokes and valves • Repair and maintain manual and hydraulic valves, position sensors, and analog/digital gauges • Maintain hydraulic accumulators, compressors, and generators • Regular use of tools including but not limited to impacts, hydraulic wrenches, machinery, and heavy equipment United States Marine Corps Infantry 1998-20022 Camp Pendleton, CA • Lead and direct fire missions in support of ground troops • Provide intelligence of targets, casualty estimations • Combat, close with, and destroy hostile targets using an assortment of munitions, small arms, fire, movement, and concealment Education, Certifications, & Training Nuclear, Biological, & Chemical Warfare Tetra Mud School Combat Lifesavers Course Tetra Well Control School Combat Controller Fluid Engineer School Basic EMT Course Defensive Driving Range Safety Officer Plant Operations Course Heavy Equipment Operators Course PEC SafeGulf School of Infantry PEC SafeLand Marine Corps Leadership School Offshore Safety Certification Flight Deck Safety Course IADC Global Leadership Course Crane & Riggers Course Forklift Certification Offshore Safety Certification Rig Pass HSE Safety A.R.C. CPR and First Aid Certification CUDD Firefighting School CUDD Well Control School H2S Certification References Available Upon Request CITY OF CORPUS CHRISTI Submit Date: Jul 10, 2017 Application for a City Board, Commission, Committee or Corporation Profile Robert C Soape First Name Middle Initial Last Name Email Address Street Address State City Postal Code What district do you live in? V District 5 Current resident of the city? Yes f- No 8 If yes,how many years? Primary Phone Alternate Phone n/a n/a Employer Job Title n/a Work Address-Street Address and Suite Number n/a Work Address-City n/a Work Address-State Robert C Soape Page 1 of 6 n/a Work Address-Zip Code n/a Work Phone kolt45soape@gmail.com Work E-mail address Preferred Mailing Address jW Home/Primary Address Which Boards would you like to apply for? TREE ADVISORY COMMITTEE: Submitted TRANSPORTATION ADVISORY COMMISSION: Submitted LANDMARK COMMISSION: Submitted HUMAN RELATIONS COMMISSION: Submitted COMMISSION ON CHILDREN & YOUTH: Submitted CIVIL SERVICE COMMISSION: Submitted CIVIL SERVICE BOARD: Submitted Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: I am currently applying to all boards and comittees necssary to help my community Education, Professional and/or Community Activity (Present) graduated in 2010 from ray highschool and currently reaching out to any and all those I come across who are wanting to see a change within our local community Why are you interested in serving on a City board, commission or committee? I want to be apart of the change I wish to see around me and it starts right here in the city of corpus Christi tx Demographics Robert C Soape Page 2 of 6 Gender W Male Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Robert C Soape Page 3 of 6 Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes r No Do you, your spouse, your business or your spouse's business have a City contract? r- YesrNo Does your employer or your spouse's employer have a City contract? r Yes r- No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ( Yes r- No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? (- Yes r No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. Robert C Soape Page 4 of 6 Board-specific questions (if applicable) Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Have you resided in the City for at least 3 years? (.- Yes r No Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Have you held public office during the past 3 years? (- Yes (-. No Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Are you over 25 years of age? (.- YesrNo Question applies to COMMISSION ON CHILDREN &YOUTH Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? None Selected Question applies to HUMAN RELATIONS COMMISSION Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? None Selected Question applies to LANDMARK COMMISSION Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? None Selected Robert C Soape Page 5 of 6 Question applies to TRANSPORTATION ADVISORY COMMISSION Per city ordinance, at least one member of this commission shall represent the bicycling community. Do you qualify for this category? (- YesNo Question applies to TREE ADVISORY COMMITTEE Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? None Selected Question applies to multiple boards Are you willing to provide an Annual Report of Financial Information as required by the Code of Ethics? r- Yes r No Robert C Soape Page 6 of 6 City Of Corpus Christi COMMISSION ON CHILDREN & YOUTH BOARD DETAILS The Commission on Children &Youth supports a SIZE • Seats comprehensive system of services and advances policies to meet the needs of Corpus Christi's children, youth and their TERM LENGTH 3 Years families, including gathering information from people and entities to act as a source of information and referral on issues OVERVIEWTERM LIMIT 6 Years concerning children, developing an annual community action plan for children, youth and their families, advising the City Council on acquiring and allocating children and youth's resources and services, strengthening communications and encouraging partnerships between public and private entities working with children and youth, and serving as an advocate for local, state and federal policy benefitting children, youth and their families to the City Council, and to others as authorized by the Council. ................................................................................................................................................................................................................................................................................................................................................................................. COMPOSITION The commission shall consist of nine(9) members appointed by the City Council. F-FID1.4k Each appointee shall have demonstrated interest in the welfare of children or youth through occupation or through association with community-based organizations. Members shall be representative of each of the following fields: (1) -Health and Human Services, (1)- Law Enforcement, (1)-Education, (1)-Youth DETAILS and Family Services, (1)-Nueces County District Attorney's Office,and (3)-At- Large members.One(1)member shall be a youth representative from 16 to 21 years of age at time of appointment.Any member who ceases substantial activity in the field or office represented,automatically resigns from the commission. (On 10-10-95,Council approved the addition of a Police Officer to serve as an Advisory Member to be appointed by the Police Chief.) ............................................................................................................................................................................................................................................................................................................................... CREATION/AUTHORITY Sec.2-217;Ord.021927,4/26/94;Ord.022728, 10-15-96,Ord. 023452,9-29-98, Ord.029813,4-30-13. ............................................................................................................................................................................................................................................................................................................................ MEETS 3rd Monday at 5:30 p.m.,City Hall, Staff Conference Room. ............................................................................................................................................................................................................................................................................................................................... TERM DETAILS Three-year staggered terms. ............................................................................................................................................................................................................................................................................................................................... DEPARTMENT Parks and Recreation Department ............................................................................................................................................................................................_._.._.._.._.._.._.._.._.._.._.._. OTHER INFORMATION COMMISSION ON CHILDREN & YOUTH Page 1 of 1 Commission on Children and Youth May 15,2018 Three(3)vacancies with terms to 5/1/21 representing the following categories: 1-At-Large,1-Youth&Family Services and 1-Nueces County District Attorney's Office. (Staff is recommending the postponement of the Nueces County District Attorney's Office for further recruitment.) Donine Schwartz COMMISSION ON CHILDREN&YOUTH Seeking Reappointment District 2 1 5/1/18 At-Large 100%7/7 Joseph N.Miller COMMISSION ON CHILDREN&YOUTH Seeing Reappointment District 2 1 5/1/18 Youth&Family Svcs. 86%6/7(1 exc.) Amanda Oster COMMISSION ON CHILDREN&YOUTH Resigned District 3 Partial 2/26/18 Nueces County District Attorney's Office JoAnne Estrada COMMISSION ON CHILDREN&YOUTH Active District 4 1 5/1/20 At Aarge Priscila Baldillez COMMISSION ON CHILDREN&YOUTH Active District 3 Partial 5/1/19 At-Large Jonathan I.Gain COMMISSION ON CHILDREN&YOUTH Active District 3 1 5/1/19 Education Melissa Hofstetter COMMISSION ON CHILDREN&YOUTH Active District 3 1 5/1/19 Health&Human Svcs. Capt.Laura N.Garcia COMMISSION ON CHILDREN&YOUTH Active District 3 1 5/1/20 Law Enforcement Gilbert Z Trevino COMMISSION ON CHILDREN&YOUTH Active District 1 1 5/1/19 Youth Rep. Vacancy COMMISSION ON CHILDREN&YOUTH Vacant 1 N/A Police Officer-Advisory Commission on Children and Youth Applicants May 15,2018 At-Large, Belinda Barrera COMMISSION ON CHILDREN&YOUTH District 3 Port Royal Hwy 361 Port Aransas TX Health and Human Services At-Large, Marlen Garduno COMMISSION ON CHILDREN&YOUTH District 2 West Oso Elementary 1526 Cliff Maus Dr. Corpus Christi TX Youth and Family Services Violeta C Guerra COMMISSION ON CHILDREN&YOUTH District 5 CCISD 5241 Kenter Corpus Christi TX At-Large,Education At-Large,Health and Human Services, Christi Ortiz COMMISSION ON CHILDREN&YOUTH District 5 Texas A&M University Corpus Christi 6300 Ocean Unit 5715 Corpus Christi TX Youth and Family Services Amanda Oster COMMISSION ON CHILDREN&YOUTH District 3 Corpus Christi TX At-Large At-Large,Education, Sherry Peterson COMMISSION ON CHILDREN&YOUTH District 4 United Way ofthe Coastal Bend 4659 Everhart Corpus Christi TX Youth and Family Services Ericka M Ramirez COMMISSION ON CHILDREN&YOUTH District 5 Flour Bluff ISD 2505 Waldron Rd. Corpus Christi TX At-Large,Education Kristen J Ross COMMISSION ON CHILDREN&YOUTH District 1 Gregory-Portland ISD 4600 Wildcat Drive Portland TX At-Large,Education Robert C Soape COMMISSION ON CHILDREN&YOUTH District 5 Corpus Christi TX At-Large CITY OF CORPUS CHRISTI Submit Date: Nov 25, 2017 Application for a City Board, Commission, Committee or Corporation Profile Belinda Barrera First Name Last Name Email Address Street Address State City Postal Code What district do you live in? V District 3 Current resident of the city? Yes f- No 41 If yes,how many years? Are you a registered voter? r Yes ( No Primary Phone Alternate Phone Port Royal front desk Employer Job Title hwy 361 Work Address-Street Address and Suite Number port aransas Work Address-City Belinda Barrera Page 1 of 5 tX Work Address-State 78373 Work Address-Zip Code 3617495011 Work Phone lovebblucky@yahoo.com Work E-mail address Preferred Mailing Address rJ Home/Primary Address Which Boards would you like to apply for? LIBRARY BOARD: Submitted CITIZENS ADVISORY HEALTH BOARD: Submitted COMMITTEE FOR PERSONS WITH DISABILITIES: Submitted COMMISSION ON CHILDREN & YOUTH: Submitted Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: no Education, Professional and/or Community Activity (Present) college student major communications Why are you interested in serving on a City board, commission or committee? to be involved in my city Demographics Belinda Barrera Page 2 of 5 Gender W Female Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Belinda Barrera Page 3 of 5 Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes r. No Do you, your spouse, your business or your spouse's business have a City contract? r- Yes r= No Does your employer or your spouse's employer have a City contract? r Yes r= No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? (- Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r- Yes r. No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? (- Yes r= No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. na Belinda Barrera Page 4 of 5 Board-specific questions (if applicable) Question applies to COMMISSION ON CHILDREN &YOUTH Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? W Health and Human Services Question applies to LIBRARY BOARD Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? W None of the above Belinda Barrera Page 5 of 5 CITY OF CORPUS CHRISTI Submit Date: May 07, 2018 Application for a City Board, Commission, Committee or Corporation Profile Marlen Garduno First Name Last Name Email Address Street Address State City Postal Code What district do you live in? V District 2 Current resident of the city? Yes f- No 5 If yes,how many years? Are you a registered voter? r Yes ( No Primary Phone Alternate Phone West Oso Elementary Case Manager Employer Job Title 1526 Cliff Maus Dr. Work Address-Street Address and Suite Number Corpus Christi Work Address-City Marlen Garduno Page 1 of 5 TEXAS Work Address-State 78416 Work Address-Zip Code marlen.garduno@westosoisd.net Work E-mail address Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? COMMISSION ON CHILDREN & YOUTH: Submitted Interests & Experiences Education, Professional and/or Community Activity (Present) Bachelors of Science from Texas A&M University-Kingsville. Why are you interested in serving on a City board, commission or committee? Corpus Christi Demographics Gender 'W Female Verification Marlen Garduno Page 2 of 5 City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Marlen Garduno Page 3 of 5 Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? Yes r. No Do you, your spouse, your business or your spouse's business have a City contract? r Yes r-- No Does your employer or your spouse's employer have a City contract? r Yes r. No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? r Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? Yes r. No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? Yes r. No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. Corpus Christi Board-specific questions (if applicable) Marlen Garduno Page 4 of 5 Question applies to COMMISSION ON CHILDREN &YOUTH Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? W Youth and Family Services Marlen Garduno Page 5 of 5 CITY OF CORPUS CHRISTI Submit Date: Sep 12, 2017 Application for a City Board, Commission, Committee or Corporation Profile Violeta C Guerra First Name Middle Initial Last Name Email Address Street Address State City Postal Code What district do you live in? V District 5 Current resident of the city? Yes f- No 18 If yes,how many years? Primary Phone Alternate Phone CCISD Instructional Teacher Advisor Employer Job Title 5241 Kenter Work Address-Street Address and Suite Number violeta.guerra@ccisd.us Work E-mail address Violeta C Guerra Page 1 of 5 Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? COMMISSION ON CHILDREN & YOUTH: Submitted Interests & Experiences Why are you interested in serving on a City board, commission or committee? I am interested in having a positive impact on what the community has to offer the youth of our city and in what systems/policies Corpus Christi has in place to keep youth safe. VCG Resume 7.12.17.docx.pdf Upload a Resume Demographics Gender 'W Female Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. 9 1 Agree Violeta C Guerra Page 2 of 5 City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes r No Do you, your spouse, your business or your spouse's business have a City contract? Yes (-- No Violeta C Guerra Page 3 of 5 Does your employer or your spouse's employer have a City contract? r Yes r. No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? r Yes r., No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r Yes (:- No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? rYes t. No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. n/a Board-specific questions (if applicable) Question applies to COMMISSION ON CHILDREN &YOUTH Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? V Education Violeta C Guerra Page 4 of 5 Violeta C Guerra Page 5 of 5 Violeta Guerra Violeta Cristelia Guerra ■ ■ Objective To obtain the position of committee member on the Commision on Children and Youth with the City of Corpus Christi. Education Texas A&M University-Corpus Christi(2008-2010) Master of Science in Educational Administration Education Service Center,Region 2(2006-2007) Educator Preparation and Certification Program,Cycle 17 Texas A&M University-Corpus Christi(1999-2003) Bachelor of Arts in Political Science; Minor in Communications Certificates Texas Principal Texas Teacher and Evaluation Support System (T-TESS) Professional Development and Appraisal System (PDAS) Instructional Leadership Development (ILD) Texas Standard Special Education EC-12 Texas Standard Generalist EC-4 Employment History Title 1 Instructional Teacher Advisor Corpus Christi Independent School District-Browne Middle School • Coordinate various staff and campus events/activities. • Accept related assignments as requested by principals. 1 Violeta Guerra • Plan, develop, and conduct the training program for campus staff on learning objectives, instructional strategies, and assessment techniques. • Plan and coordinate with all campus instructional staff(teachers, librarians, etc.)to assist in planning and selecting educational materials and resources to meet student learning needs. • Keep current with research and state of the art technology including equipment and software that can support and enhance the instructional program and the computer technology being used. • Maintain a display area to promote innovative instructional strategies and materials. • Serve as a resource person to campus staff and assists in the selection of instructional equipment, software, and materials to support the campus educational goals. • Assist with diagnosing and working with students to ensure that the students' instructional needs are being met. • Participate in training and staff development needed to perform assigned duties. • Promote positive relations by providing information to campus personnel, parents, and the community regarding the Title I Schoolwide Project. • Maintain accurate and complete records for the Title I Program for the training sessions held (including dates,time, attendance, and topics covered), student eligibility records and other records as required for the Title I Program. • Maintain a professional relationship with all colleagues, students, parents, and community members. • Assist with Title I district-wide staff development programs. • Cooperate with other members of the staff in planning and implementing instructional goals, objectives, and methods. • Part-time assistant principal (August 2013-May 2015) Elementary Generalist Teacher(8/2008-11/2011) Corpus Christi Independent School District-Travis Elementary School Special Education Resource Teacher(8/2006-5/2008) Corpus Christi Independent School District-Travis Elementary School Special Education Paraprofessional 1(8/2005—5/06) Flour Bluff Independent School District Substitute Teacher(5/2004-2/2005) Flour Bluff Independent School District 2 Violeta Guerra Communications Specialist Intern(9/2000-12/2003) Texas A&M University-Corpus Christi Skills Proficient in Windows 8 and 10; Microsoft 2013 Word, PowerPoint, Excel, Outlook; Internet skills; 60+wpm Basic understanding of school administrative operations. Strong organizational, communication, and interpersonal skills. Associations A&M-Corpus Christi Islander Alumni ATPE-Corpus Christi Other C.C.I.S.D. District PDM 3rd Grade Representative (2010-11) C.C.I.S.D. Moody High School Vertical Learning Community Design Team (2010-2011) C.C.I.S.D. Disciplinary Alternative Education Program Design Team member(2010-2011) Visually Speaking: Supporting Students with Autism through Structured Teaching (2005) ECI Infant Development Program 'Teaching Language Skills to Children with Autism" presented by Mark Sundberg, Ph.D., BCBA(2005) Inclusion Physical Education (2005) 3 CITY OF CORPUS CHRISTI Submit Date: Jul 19, 2017 Application for a City Board, Commission, Committee or Corporation Profile Christi Ortiz First Name Last Name Email Address Street Address State City Postal Code What district do you live in? V District 5 Current resident of the city? Yes f- No 16 If yes,how many years? Primary Phone Alternate Phone Texas A&M University Corpus Christi Registered Nurse Employer Job Title 6300 Ocean Unit 5715 Work Address-Street Address and Suite Number Corpus Christi Work Address-City Texas Work Address-State Christi Ortiz Page 1 of 5 78412 Work Address-Zip Code 361-825-3701 Work Phone christi.ortiz@tamucc.edu Work E-mail address Preferred Mailing Address jW Home/Primary Address Which Boards would you like to apply for? COMMISSION ON CHILDREN & YOUTH: Submitted COMMUNITY YOUTH DEVELOPMENT (78415) PROGRAM STEERING COMMITTEE: Submitted Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: I do not currently serve on any other City board. Education, Professional and/or Community Activity (Present) Currently pursuing Master's of Nursing Science Degree- Family Nurse Practitioner. Have obtained Associate's degree in Nursing from Del Mar College 2006, Bachelor's degree in Psychology from Texas A&M Corpus Christi 2003, and Associate's degree in Biology from Cisco college 2001. Currently a parent volunteer for Girl Scouts of Greater South Texas Troop 96037. Why are you interested in serving on a City board, commission or committee? Corpus Christi is a wonderful place to live. As a mother of two young children, I would be honored to act as a source of information and referrals concerning the children and youth of our community. The City of Corpus Christi has many good programs for children. I would like to the opportunity to help support and shape those programs, as well as assisting to pioneer new programs in the future. I believe that the children are our future, and that our community as a whole has a responsibility to help guide them in the right direction. Christi resume.docx Upload a Resume Christi Ortiz Page 2 of 5 Demographics Gender 9 Female Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Code of Ethics - Rules of Conduct/Conflicts of Interest Christi Ortiz Page 3 of 5 Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes r No Do you, your spouse, your business or your spouse's business have a City contract? r Yes r No Does your employer or your spouse's employer have a City contract? Yes r No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? rYes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? Yes r No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. Board-specific questions (if applicable) Christi Ortiz Page 4 of 5 Question applies to COMMISSION ON CHILDREN &YOUTH Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? W Health and Human Services W Youth and Family Services Christi Ortiz Page 5 of 5 Christi Ortiz Education Texas A&M University-Corpus Christi Currently pursuing MSN degree Fall of 2016 to present Del Mar College Associate Degree Nursing Graduated December 2006 Texas A&M University-Corpus Christi Bachelor of Arts Degree-Psychology Graduated August 2003 Cisco Junior College Associate Degree-Biology Graduated May 2001 Also attended Angelo State University Fall 2000 to Summer 2001 Professional Licensures and Certifications Registered Nurse, licensed through Texas Board of Nursing License valid through March 2019 Basic Life Support Certification valid through March 2019 Vision screener in the State of Texas Certification valid through December 2020 Registered to use audiometric equipment in the State of Texas Certification valid through December 2020 Experience August 2014 to Present Staff RN I Texas A&M University-Corpus Christi I University Health Center Registered nurse serving a diverse student population of over 11,000 students with the goal of keeping them well so they may attend classes and complete their education. Responsible for assessment, triage, treatment by protocol, venipuncture, and immunizations. Provide health education through outreach events on the University campus. Responsible for promotion and distribution for online college health magazine Student Health 101. October 2007 to August 2014 Registered Nurse I Christus Spohn Shoreline I Endoscopy Unit Administered moderate sedation and monitored patients during endoscopic procedures. Assisted physicians with biopsies, polypectomies, and hemostasis. Chairperson for the Unit Based Council. December 2006 to October 2007 Registered Nurse Christus Spohn South Surgical Telemetry Unit Utilized strong assessment skills to determine necessary patient care. Actively involved in Unit Based Council. Utilized the nursing process to care for post-surgical patients. Awards & Acknowledgements • Awarded Dorothy Yeater Scholarship from TAM UCC Professional membership Member of American College Health Association 2 CITY OF CORPUS CHRISTI Submit Date: Feb 15, 2018 Application for a City Board, Commission, Committee or Corporation Profile Sherry Peterson First Name Last Name Email Address Street Address State City Postal Code What district do you live in? V District 4 Current resident of the city? Yes f- No 53 If yes,how many years? Are you a registered voter? r Yes ( No Primary Phone Alternate Phone United Way of the Coastal Bend Success By 6 Director nployer Job Title 4659 Everhart Work Address-Street Address and Suite Number Corpus Christi Work Address-City Sherry Peterson Page 1 of 6 Texas Work Address-State 78411 Work Address-Zip Code 3618822529 Work Phone sherry.peterson@uwcb.org Work E-mail address Preferred Mailing Address rJ Home/Primary Address Which Boards would you like to apply for? COMMISSION ON CHILDREN & YOUTH: Submitted Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: no Education, Professional and/or Community Activity (Present) EDUCATION A.A.S. Early Childhood Specialist; B.S., Occupation Training and Development; M.S., Early Childhood Education, specialization Special Education COMMUNITY ACTIVITY I am the Success By 6 Director for the United Way of the Coastal Bend. I serve as the lead staff/facilitator for the Success By 6 Early Childhood Coalition. The Coalition exists to help ensure children in the Coastal Bend area are physically, intellectually and emotionally prepared to succeed in kindergarten. Because the most important learning happens before school starts, families are the first and most important teacher. We are a Coalition of nonprofits, governmental agencies, businesses and individuals working together to empower families with the resources, information and guidance they need to put their children on an early path toward life-long success. Our end goal is happier, healthier and more successful children and families, and a stronger, more prosperous community. I am also responsible for monitoring and providing support to our Texas Home Visiting Programs in Nueces County. The home visiting programs are Parent as Teachers; Home Instruction for Preschool Youngsters; and Nurse Family Partnership. Sherry Peterson Page 2 of 6 Why are you interested in serving on a City board, commission or committee? I would like to participate on the Commission sharing my expertise and knowledge to assist in respectful problem solving and decision making that impact children, families and communities. Sherry Resume_20_17.pdf Upload a Resume Demographics Gender W Female Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Sherry Peterson Page 3 of 6 Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? Yes r No Do you, your spouse, your business or your spouse's business have a City contract? Yes (-. No Does your employer or your spouse's employer have a City contract? Yes e No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? r Yes ' No Sherry Peterson Page 4 of 6 Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r Yes r. No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? r Yes r. No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. n/a Board-specific questions (if applicable) Question applies to COMMISSION ON CHILDREN &YOUTH Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? V Education W Youth and Family Services Sherry Peterson Page 5 of 6 Sherry Peterson Page 6 of 6 CITY OF CORPUS CHRISTI Submit Date: Sep 15, 2017 Application for a City Board, Commission, Committee or Corporation Profile Amanda Oster First Name Last Name Email Address Street Address State City Postal Code What district do you live in? V District 3 Current resident of the city? Yes f- No 2 If yes,how many years? Primary Phone Alternate Phone Assistant District Attorney, Child Nueces County District Attorney Protection Unit Employer Job Title 901 Leopard St, Room 206 Work Address-Street Address and Suite Number Corpus Christi Work Address-City TX Work Address-State Amanda Oster Page 1 of 5 78401 Work Address-Zip Code 361-888-0316 Work Phone amanda.oster@nuecesco.com Work E-mail address Preferred Mailing Address 17 Work Address Which Boards would you like to apply for? COMMISSION ON CHILDREN & YOUTH: Submitted Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: N/A Education, Professional and/or Community Activity (Present) Coastal Bend Border Region Human Trafficking Task Force Why are you interested in serving on a City board, commission or committee? To help better the community for my children, and the other children in Corpus Christi Legal_Resume.pdf Upload a Resume Demographics Gender W Female Amanda Oster Page 2 of 5 Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Amanda Oster Page 3 of 5 Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes r. No Do you, your spouse, your business or your spouse's business have a City contract? r- Yes r= No Does your employer or your spouse's employer have a City contract? r Yes r= No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? (- Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r- Yes r. No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? (- Yes r= No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. N/A Amanda Oster Page 4 of 5 Board-specific questions (if applicable) Question applies to COMMISSION ON CHILDREN &YOUTH Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? W None of the above Amanda Oster Page 5 of 5 Amanda Lynne Oster LICENSE Texas Law License,Number 24079092, 2011 EXPERIENCE Nueces County District Attorney Assistant District Attorney Child Protection Unit: February 2017- Present ♦ Prosecuted crimes where the victims were children, including Aggravated Sexual Assault of a Child, Criminally Negligent Homicide, and Continuous Sexual Assault of a Child Prepared and coordinated police officers, investigators, analysts, expert witnesses and lay witnesses for trial ♦ Prepared children witnesses to testify ♦ Reviewed criminal complaints and accepted or rejected charges ♦ Collected documentation from police, hospitals, emergency personnel, and lay witnesses to file charges ♦ Presented cases to Grand Jury ♦ Drafted indictments ♦ Participated in weekly multidisciplinary team meetings ♦ Conferred with and advised law enforcement during criminal investigations Nueces County District Attorney Assistant District Attorney Misdemeanor Prosecutor: May 2015- June 2016 Felony Prosecutor: June 2016- February 2017 ♦ Prosecuted over 20 jury trials as first or second chair ♦ Prosecuted contested hearings, including motions to suppress evidence, motions for speedy trial, and motions for discovery ♦ Prepared and coordinated police officers, investigators, analysts, expert witnesses and lay witnesses for trial ♦ Conducted legal research and drafted briefs for contested hearings ♦ Negotiated with attorneys to resolve cases ♦ Reviewed criminal complaints and accepted or rejected charges ♦ Collected documentation from police, hospitals, emergency personnel, and lay witnesses to file charges ♦ Presented cases to Grand Jury ♦ Drafted indictments ♦Mentored less experiences prosecutors Amanda Oster,Attorney at Law Solo Practitioner February 2012-May 2015 ♦ Negotiated Felony and Misdemeanor Criminal Pleas ♦ Performed Legal Research Prepared for and Conducted Family Law Pretrial Hearings and Trials ♦ Prepared and Answered Discovery ♦ Participated in Negotiations and Mediations ♦ Advised Clients on Probate and Family Law Issues ♦Appointed as Ad Litem in Probate and Mental Health Proceedings ♦ Drafted and Filed Legal Documents ♦ Prepared Contracts and Deeds Brown Mackie College Adjunct Professor August 2011-December 2011 ♦ Prepared Daily Lectures and Activities ♦ Established Student Performance Criteria and Evaluations ♦ Engaged Students in the Learning Process ♦ Submitted Grades and Other Reports ♦ Participated in Workshops and Meetings St. Mary's Law School Criminal Justice Clinic Student Attorney August 2010-January 2011 ♦ Researched and Compiled Applicable Laws and Cases for Contested Recusal Hearing ♦ Investigated Information, and Complied Case Law for Writ of Habeas Corpus Hearing ♦ Prepared for Misdemeanor Assault trial ♦ Wrote appropriate Motions and Memorandums ♦Filed associated court documents United States Attorney's Office-Western District of Texas Intern May- June 2009 ♦ Wrote Appellate Briefs for the Fifth Circuit Court of Appeals ♦ Examined and Assembled Information for Appellate Briefs ♦ Read and Summarized Court Transcripts ♦ Researched and Compiled Information for Continued Legal Education Course HealthTronics,Incorporated Legal Assistant December 2006-October 2007 ♦ Proofread legal records and forms for a medical company ♦ Prepared paperwork to Incorporate Businesses in several States ♦ Checked, analyzed, and prepared Confidential Material ♦ Entered information into various computer databases Organized and filed contracts and other legal material United States Probation Office Intern August-December 2006 ♦ Performed Criminal and Civil Background Checks ♦ Compiled Research used in Pre-Sentencing Reports ♦ Completed Reports sent to other District Probation Offices ♦ Observed court proceedings, defendants' interviews, probationers' office ♦ Assisted in home visits Travis County Sheriff Department Crime Lab Intern August-December 2003 ♦ Fingerprinted Individuals ♦ Learned different forms of Fingerprinting Evidence Assisted in Collecting Evidence from Crime Scenes ♦Reconstructed Documents found at Crime Scenes ♦ Assisted in Criminal Investigations ♦ Assisted in identifying possible DNA on evidence for lab testing ♦Participated in Undercover Alcohol Stings EDUCATION St. Mary's School of Law, San Antonio, Texas Juris Doctorate, 2011 St. Edward's University, Austin, Texas Bachelor of Arts,Psychology, Criminal Justice Minor, May 2007 SPECIALIZED TRAININGS ♦ 29th Annual Crimes Against Children Conference, 20 hours ♦ Full Court Press in Domestic Violence Cases: Building capacity for Expert Witness in Domestic Violence, Sexual Assault and Stalking, 16.5 hours ♦ Child Abuse Summit presented by Driscoll Children's Hospital, 22.5 hours ♦ DNA in Sexual Assault Cases: The Role of Law Enforcement, SAFE/SANE Nurses, and Victim Advocates presented by the Office for Victims of Crimes, 11 hours ORGANIZATIONS AND MEMBERSHIPS ♦ Coastal Bend Border Region Human Trafficking Task Force ♦ Texas District& County Attorneys Association ♦ State Bar of Texas ♦ St. Mary's University Innocence Project Organizer 2010-2011 ♦ Phi Alpha Delta Law Fraternity Sherry L. Peterson EDUCATION Del Mar College, Corpus Christi, TX A.A.S. Early Childhood Specialist Texas A&M Corpus Christi, TX B.S., Occupation Training and Development M.S., Early Childhood Education, specialization Special Education SUMMARY OF QUALIFICATIONS ➢ Ability to lead the professional growth of others. ➢ Motivational training and communication skills. ➢ Ability to build positive partnerships for collaborative efforts. ➢ Knowledgeable about laws and resources available to children and adults with disabilities. ➢ Ability to observe and use various data for critical analysis and problem solving. ➢ Competent writing skills for documentation, reporting, presentations ➢ Proficient with Microsoft Outlook, Word, Excel, Power Point and Publisher. PROFESSIONAL EXPERIENCE United Way of the Coastal Bend 2014- Present Success By 6 Director Responsible for coordination of Texas Home Visiting grant partners and their respective projects and implementation of the Early Development Instrument (EDI) and Transforming Early Childhood Community Systems (TECCS) project components. Serve as the coordinator for Texas Home Visiting grant partners ensuring that projects are meeting pre- determined goals and timelines. Facilitate evaluation and assessment of project. Serve as lead staff to the Early Childhood Coalition maintaining a membership consisting of agencies, organizations, governmental entities and other interested community parties. Develop and update written community strategic plan in response to local community data in conjunction with the early childhood coalition. Preparation of reports including, but not limited to, THV required reports and UWCB project reports Del Mar College, Early Childhood Program Texas A&M Corpus Christi, Early Education Program Adjunct Instructor— ongoing as needed Courses taught: Families, Communities and School Relations; Children with Special Needs; Child Guidance; Creative Activities; Developmentally Appropriate Practices; Child Development Associates (CDA) The Rise School of Corpus Christi 2007- 2013 Executive Director Administration and management of an inclusive preschool program for children with disabilities and developmental delays. Program assessment and strategic planning for effective programming and curriculum development. Assisting parents with accessing community resources, empowering information and advocacy. Assisted parents with transition activities and ARD meetings. Establish and maintain positive community and business partnerships. Personnel supervision and management including HR responsibilities. Planned, facilitated, and conducted staff development and training. Developing and maintaining contracts with program therapists for effective programing. Fiscal budgeting, accounting, and payroll activities. Grant writing and fundraising activities. Sherry L. Peterson Pg. 2 Education Service Center, Region 2 Corpus Christi, TX 2005-2007 Early Childhood Consultant Conducted program assessments and follow ups for meeting quality curriculum standards for the Texas Rising Star. Wrote summary reports and strategies for improvement. Provided training and technical assistance to community child care providers including support for inclusion of children with disabilities. Conducted community needs assessment for child care for the region. NCCAA Head Start/Early Head Start Program Corpus Christi, TX 2001-2005 Family and Community Partnership Coordinator Supervision and monitoring of recruitment, selection, enrollment and attendance of children. Conducted staff performance evaluations and actions plans for professional growth. Monitored compliance with Head Start Performance Standards. Served as a member of Special Quest team to improve service provision for children with disabilities. Conducted periodic staff training. Assisted in the revision and/or development of program plans for implementation of Head Start Performance Standards. Nueces County, MHMR, MR Services (adults) Nueces County, MHMR, ECI Infant Development Program 1998-2001 Service Coordinator/Early Intervention Specialist Developed Individualized Personal Plans and provided service coordination for adults with disabilities. Assisted clients with self-advocacy and ensured that they were protected from abuse and exploitation. Developed Individualized Family Service Plans (IFSP) as a part of an interdisciplinary team. Implemented therapeutic activities with children and families as per IFSP Linked families to community resources to support their needs of their family and child. Supported families toward self-advocacy providing information and guidance on their legal rights. Assisted families with transitional activities in preparation for special education service through the school district. ADDITIONAL PROFESSIONAL ACTIVITIES Provided training and consultation for over 15 years including but not limited to: Consultation to assist with NAEYC accreditation Contract training with Child Care Management Systems /Texas Workforce Solutions CDA Trainer and Advisor Training for Bay AEYC, Texas AEYC, and Texas and National Head Start Conference Served on the Mental and Disabilities Advisory Committee for Nueces County Head Start Healthy Child Care Consultant Certification Over 10 years of experience teaching children in preschool settings- 1982-1994 CITY OF CORPUS CHRISTI Submit Date: Oct 16, 2017 Application for a City Board, Commission, Committee or Corporation Profile Ericka M Ramirez First Name Middle Initial Last Name Email Address Street Address State City Postal Code What district do you live in? V District 5 Current resident of the city? Yes f- No 11 If yes,how many years? Are you a registered voter? r Yes r., No Primary Phone Alternate Phone Flour Bluff ISD Special Ed. Paraprofessional Employer Job Title 2505 Waldron Rd. Work Address-Street Address and Suite Number Corpus Christi Work Address-City Ericka M Ramirez Page 1 of 5 TX Work Address-State 78418 Work Address-Zip Code eramirez@fIourbluffschooIs.net Work E-mail address Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? COMMISSION ON CHILDREN & YOUTH: Submitted SENIOR COMPANION PROGRAM ADVISORY COMMITTEE: Submitted RETIRED AND SENIOR VOLUNTEER PROGRAM ADVISORY COMMITTEE: Submitted Interests & Experiences Education, Professional and/or Community Activity (Present) Website was unable to upload resume Why are you interested in serving on a City board, commission or committee? I am a firm advocate for the Bay Area's youth concerning accessible resources. I strongly believe preparing our children for the future benefits the entire community. I also aspire to be an outlet of information in reference to local issues and solutions. Demographics Gender W Female Verification Ericka M Ramirez Page 2 of 5 City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Ericka M Ramirez Page 3 of 5 Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? Yes r. No Do you, your spouse, your business or your spouse's business have a City contract? r Yes r-- No Does your employer or your spouse's employer have a City contract? r Yes r. No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? r Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? Yes r. No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? Yes r. No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. N/A Board-specific questions (if applicable) Ericka M Ramirez Page 4 of 5 Question applies to COMMISSION ON CHILDREN &YOUTH Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? W Education Question applies to RETIRED AND SENIOR VOLUNTEER PROGRAM ADVISORY COMMITTEE Per city ordinance, the committee must include members representing certain categories. Do you qualify for any of the following categories? W None of the above Question applies to SENIOR COMPANION PROGRAM ADVISORY COMMITTEE Per city ordinance, the committee must include members representing certain categories. Do you qualify for any of the following categories? W None of the above Ericka M Ramirez Page 5 of 5 CITY OF CORPUS CHRISTI Submit Date: Mar 29, 2018 Application for a City Board, Commission, Committee or Corporation Profile Kristen J Ross First Name Middle Initial Last Name Email Address Street Address State City Postal Code What district do you live in? V District 1 Current resident of the city? Yes f- No 4.5 If yes,how many years? Are you a registered voter? r Yes ( No Primary Phone Alternate Phone Gregory-Portland ISD Teacher Employer Job Title 4600 Wildcat Drive Work Address-Street Address and Suite Number Portland Work Address-City Kristen J Ross Page 1 of 5 Texas Work Address-State 78374 Work Address-Zip Code kross@g-pisd.org Work E-mail address Preferred Mailing Address W Home/Primary Address Which Boards would you like to apply for? COMMISSION ON CHILDREN & YOUTH: Submitted LANDMARK COMMISSION: Submitted Interests & Experiences Education, Professional and/or Community Activity (Present) B.A. History and Political Science Master of Education specializing in curriculum and instruction Why are you interested in serving on a City board, commission or committee? I am a teacher dedicated to improving the future of children in our community through quality education. I'm seeking leadership experience in my community beyond my job. I'm also a new mother who will be raising her children in this community and want it to be a place my daughter and her peers can flourish in. Kristen_Ross_Resume_2018_updated.pdf Upload a Resume Demographics Gender W Female Kristen J Ross Page 2 of 5 Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Kristen J Ross Page 3 of 5 Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes r. No Do you, your spouse, your business or your spouse's business have a City contract? r- Yes r= No Does your employer or your spouse's employer have a City contract? r Yes r= No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? (- Yes r No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? r- Yes r. No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? (- Yes r= No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. NA Kristen J Ross Page 4 of 5 Board-specific questions (if applicable) Question applies to COMMISSION ON CHILDREN &YOUTH Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? W Education Question applies to LANDMARK COMMISSION Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? W None of the above Kristen J Ross Page 5 of 5 KRISTEN ci innnnnD\ Corpus Christi, TX v Every student deserves to learn from a team of teachers who love learning and coaching kids through engaging experiences. With my background as a teacher, gifted/talented services coordinator, and department ® chair in both East and South Texas, I aim to continue providing students with an authentic educational experience as a school administrator and leader of learning. CERTIF"-'A-rinN10 LEADERSH'n r")LES Principal Department Chair- English Language Arts & Reading Grades 7-8 Principal Grades (EC-12) Gregory-Portland Junior High 2017 Classroom Teacher Gifted/Talented Campus Coordinator English Language Arts & Reading Gregory-Portland Junior High 2015-2017 Grades (4-8) English Language Arts & Reading Lead Teacher-Sophomore English Language Arts Grades (8-12) Henderson High School 2011-2013 English as a Second Language Supplemental Longview/Tyler Municipal Liaison National Novel Writing Month 2011-2013 AEL & T-TESS EDUCATION TEACHING EXPERIENCE Master's of Education 7th Grade ELAR Regular and Advanced Curriculum & Instruction Gregory-Portland Junior High School Texas A&M University 8th Grade STAAR Remediation Bachelor of Arts Henderson Middle School History & Political Science LeTourneau University 9-12th Grade Speech Communications &Teen Leadership Henderson High School AWARDS & GRANTE 10th Grade Regular and Pre-Advanced Placement HISD Tech Star Teacher Award Henderson High School 2013 10-12th Grade Creative Writing Elective Education Foundation $5,000 Grant Henderson High School Holocaust Museum Field Trip 2012 KRISTEN CURRICULUM & PROFESSIONAL ACTIVITIES PRESENTATIONS , LNhLISi-i LHNVUHUt= HK l S tk KtHUINh Henderson High School B.Y.O.D. in the ELAR Classroom Gregory-Portland Junior High School Region 7 ESC Technology Conference • Member of South Texas Curriculum Consortium writing team iPads in the Classroom • Served on Site-Based Decision Making committee, Campus Improvement HISD Tech Tuesday Sessions Plan Committee, and • Piloted BYOD & iPads program How to Write a Novel in 30 Days • Led PLC in goal-setting, vertical alignment, and resource adoption East Texas Writers Association • Developed a data disaggregation tool for spiral re-teaching and targeted intervention • Incorporated project-based teaching • Utilized standards-based grading • Modeled 21St century technology-rich classroom lessons • Planned rigorous Advanced ELAR lessons utilizing TEKS, data, and GT standards 'UBLICATIONS GIFTED/TALENTEC Wonder of Men: The Life and Gregory-Portland Junior High Times of A.G. Kirchner Biography written after being • Re-structured G/T pull out program. contracted by the Kirchner family • Served as the campus G/T entrance testing administrator which took several months of • Maintained G/T entrance, exit, and progress paperwork. interviews and historical research • Led G/T stakeholder committee for end of the year program evaluation to complete. • Organized student-led action research project over active seating 2008 • Organized yearly public showcase • Mentored genius Hour Passion Projects from robotics to novel-writing Tales of Taneslan • Coached teachers on differentiation with projects for the gifted student Middle grade fiction novel drawing • Initiated student cultural exchange with Pakistan upon my experiences of world • Model lessons to colleagues. cultures in my travels through over 20 countries. 2006 CITY OF CORPUS CHRISTI Submit Date: Jul 10, 2017 Application for a City Board, Commission, Committee or Corporation Profile Robert C Soape First Name Middle Initial Last Name Email Address Street Address State City Postal Code What district do you live in? V District 5 Current resident of the city? Yes f- No 8 If yes,how many years? Primary Phone Alternate Phone n/a n/a Employer Job Title n/a Work Address-Street Address and Suite Number n/a Work Address-City n/a Work Address-State Robert C Soape Page 1 of 6 n/a Work Address-Zip Code n/a Work Phone kolt45soape@gmail.com Work E-mail address Preferred Mailing Address jW Home/Primary Address Which Boards would you like to apply for? CIVIL SERVICE BOARD: Submitted CIVIL SERVICE COMMISSION: Submitted HUMAN RELATIONS COMMISSION: Submitted TREE ADVISORY COMMITTEE: Submitted COMMISSION ON CHILDREN & YOUTH: Submitted LANDMARK COMMISSION: Submitted TRANSPORTATION ADVISORY COMMISSION: Submitted Interests & Experiences Do you currently serve on any other City board, commission or committee at this time? If so, please list: I am currently applying to all boards and comittees necssary to help my community Education, Professional and/or Community Activity (Present) graduated in 2010 from ray highschool and currently reaching out to any and all those I come across who are wanting to see a change within our local community Why are you interested in serving on a City board, commission or committee? I want to be apart of the change I wish to see around me and it starts right here in the city of corpus Christi tx Demographics Robert C Soape Page 2 of 6 Gender W Male Verification City Code Requirement - Residency As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-65, which states that all members of City boards and commissions, including ad hoc committees, appointed by the City, must be residents of the city. A move outside the city limits of the city by any member shall constitute automatic resignation from the particular board or commission on which such member served. W I Agree City Code Requirement - Attendance As a board, commission, or committee member, you will be asked to adhere to City Code of Ordinances, Section 2-61, which provides that absences from more than 25% of regularly scheduled meetings during a term year on the part of any board, commission, or committee member shall result in an automatic termination. An absence shall be deemed unexcused unless excused by the board, commission or committee for good cause no later than its next meeting after the absence. W I Agree Consent for Release of Information I understand that if any member of the public makes a request for information included in this application for appointment it must be disclosed under the Public Information Act. I also understand that it may not be legally possible to maintain the confidentiality of such information, and I hereby release the City of Corpus Christi, and its agents, employees and officers, from any and all liability whatsoever if the information must be released pursuant to the Public Information Act. W I Agree Robert C Soape Page 3 of 6 Oath I swear that all of the statements included in my application and attached documents, if any, are true and correct. W I Agree Code of Ethics - Rules of Conduct/Conflicts of Interest Do you represent any person or organization in any claim or lawsuit or proceeding involving the City? r Yes r No Do you, your spouse, your business or your spouse's business have a City contract? r- YesrNo Does your employer or your spouse's employer have a City contract? r Yes r- No Are you involved with any activities or employment that would conflict with the official duties on the City boards for which you are applying? ( Yes r- No Are you, your spouse, your business or your spouse's business involved in any pending bid, proposal or negotiation in connection with a contract with the City? Yes r No Do you or your spouse have a pending claim, lawsuit or proceeding against the City? (- Yes r No If you answer "Yes" to any of the questions above, please explain or ask to speak with the City's Legal Department. Robert C Soape Page 4 of 6 Board-specific questions (if applicable) Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Have you resided in the City for at least 3 years? (.- Yes r No Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Have you held public office during the past 3 years? (- Yes (-. No Question applies to CIVIL SERVICE COMM ISSION,CIVIL SERVICE BOARD Are you over 25 years of age? (.- YesrNo Question applies to COMMISSION ON CHILDREN &YOUTH Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? None Selected Question applies to HUMAN RELATIONS COMMISSION Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? None Selected Question applies to LANDMARK COMMISSION Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? None Selected Robert C Soape Page 5 of 6 Question applies to TRANSPORTATION ADVISORY COMMISSION Per city ordinance, at least one member of this commission shall represent the bicycling community. Do you qualify for this category? (- YesNo Question applies to TREE ADVISORY COMMITTEE Per city ordinance, the committee must include representatives from certain categories. Do you qualify for any of the following categories? None Selected Robert C Soape Page 6 of 6 so O H v AGENDA MEMORANDUM NCpgpOR 1Future Item for the City Council Meeting of May 8, 2018 1852 Action Item for the City Council Meeting of May 15, 2018 DATE: April 17, 2018 TO: Margie C. Rose, City Manager FROM: Nina Nixon-Mendez, FAICP, Director, Development Services Department NinaM@cctexas.com (361) 826-3276 Resolution authorizing outside city limits water contract for property at 7085 Jurica Road (County Road 37) for agricultural use CAPTION: Resolution authorizing outside city limits water contract for agricultural use with Sancha Properties, LLC for property at 7085 Jurica Road (County Road 37). PURPOSE: The City Council is required to approve the outside city limits water contract before the contract for such service can become effective. The City Manager or designee is authorized to execute water service contracts. RECOMMENDATION: Approval of the resolution authorizing the City Manager or designee to enter into an outside city limits water contract with the property owner of 7085 Jurica Road (County Road 37) to provide public water to the respective property located outside the city limits pursuant to Section 55-113 of the City Code of Ordinances. The water contract will be with Sancha Properties, the owner of the property. BACKGROUND AND FINDINGS: Section 55-111 of the Code of Ordinances requires a written service contract between the City and all owners and record mortgagees and lienholders of such property. The property owner, Sancha Properties, will connect an agricultural tap into the existing 12- inch transmission main water line and construct a 2-inch water line to access the water line from his property for agricultural purposes. In order to obtain public water for agricultural use, the property owner must comply with the following requirements: a. Enter into a written service contract with the City; b. Any construction on such property, except for structures which are solely agricultural in nature, must comply with all city codes and permits and that inspectors be allowed on such properties to insure compliance with all city codes and permits; and c. Allow inspections of all such building construction. d. Water connection will not be approved until after the water service contract has been approved and recorded in the real property records of Nueces County. 7085 Jurica Road is located Southwest of Saratoga Boulevard and Southeast of Old Brownsville Road between County Road 26 and County Road 26A. Staff recommends the City Council approve authorizing the City Manager or designee to enter into an outside city limits water contract with the property owner to provide public water to their property located outside the city limits for agricultural purposes. ALTERNATIVES: Not Applicable OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: Section 55-111 of the City Code requires City Council approval of outside-City-limits water contracts. EMERGENCY / NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital 0 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): Comments: None LIST OF SUPPORTING DOCUMENTS: Resolution OCL Water Contract with Exhibit Presentation Resolution authorizing outside city limits water contract for agricultural use with Sancha Properties, LLC for property at 7085 Jurica Road (County Road 37) BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: The City Council authorizes the City Manager or designee to enter into outside city limits water contract strictly for agricultural use with Sancha Properties, LLC, property the owner of 7085 Jurica Road (County Road 37) to provide public water to their respective property located outside the city limits pursuant to Chapter 55, Article VIII of the City Code of Ordinances. A copy of the contract is on file in the Office of the City Secretary. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor Corpus Christi, Texas of The above resolution was passed by the following vote: Joe McComb Rudy Garza Paulette Guajardo Michael Hunter Ben Molina Lucy Rubio Greg Smith Everett Roy Debbie Lindsey-Opel CONTRACT FOR PROVIDING WATER WHERE PROPERTY IS SITUATED PARTLY OR WHOLLY BEYOND CITY LIMITS FOR STRICTLY AGRICULTURAL USE STATE OF TEXAS § COUNTY OF NUECES § Whereas, contracts for water service outside the city limits which include a new water connection must receive approval by the city council before the contract for such service can become effective pursuant to Corpus Christi Code 55-113; Whereas, pursuant to Corpus Christi Code 55-112, a covenant running with the land is required to receive water service outside the city limits when land is used only for agricultural use; Whereas, the city manager or designated representative is authorized to execute water service contracts meeting all of the requirements contained in Chapter 55, Article VIII of the Corpus Christi Code when no additional service connection is involved or the contract is for temporary water service for a period of not more than one(1) year or for consumption of less than ten-acre feet of water during the entire contract term. THIS CONTRACT AND AGREEMENT made and entered into an original by and between, Sancha Properties, LLC (Owner), whose address is 4833 Saratoga Blvd., Box 501, Corpus Christi, Texas, 78413, Prosperity Bank (Lienholder) whose address is 500 Water Street Suite 100, Corpus Christi, Texas 78401 and the City of Corpus Christi, Texas ("City"), a home rule city of more than 250,000 population, a municipal corporation and body politic under the laws of the State of Texas, of 1201 Leopard Street, Corpus Christi, Texas 78401, County of Nueces, State of Texas, for good and valuable consideration in hand received by the parties respectively and upon the covenants and conditions hereafter stated: WITNESSETH: I. Owner is owner in fee simple and of all existing rights, titles and interests therein of all the following described property located in Nueces County, Texas, which is situated partly or wholly beyond the corporate limits of the City of Corpus Christi, and further, the property is not principally used for port-related industry, as defined by Section 55-111, as amended, Code of Ordinances, City of Corpus Christi, and is generally delineated on the map attached to this contract and marked "Exhibit A' and being more particularly described as follows, to-wit: 72.76 Acres out of Bishop and Blocker Lots 15 & 16 and 1.26 Acres WM Robertson Farm Tracts Lot 1-a Tr 20, also commonly known by its street address as 7085 Jurica (County Road 37), Corpus Christi, TX 78417. II. City agrees to deliver City water to such property or to waterlines on the property, under rules and regulations promulgated and authorized by Section 55-111 as amended, of the Code of Ordinances, City of Corpus Christi. III. Except for structures which are solely agricultural in nature, Owner and Lien Holder agree to construct all improvements on such property under all City codes and regulations and to obtain all City technical construction permits as though the property were inside the City. Owner and Lien Halder consent to inspections of all of such construction of duly authorized inspectors or representatives of City departments charged with enforcement of the codes and 1 regulations. Owner and Lien Holder agree that, as to any improvements, the applicable codes and regulations are those codes and regulations that are in effect at the time of commencement of the improvements. IV. All connections to the City water system are subject to the same rules and regulations regarding standards of delivery of water service, including installation and disconnections for failure to pay charges, as consumers within the City limits. V. Owner agrees to use said property receiving City water only for agricultural uses hereby defined as meaning cultivating the soil, harvesting crops, raising livestock, or pasture grazing. VI. Owner agrees that such water service shall be terminated and the use of city water on such property shall be discontinued in the event such agricultural use is substantially discontinued for nine (9) months, less the time such property is subjected to a natural disaster, VII. The City will allow a tap at the end of the 12" grid main. However, as development and infrastructure expansion occurs, the City reserves the right to move this tap to a more appropriate location. VIII. The meter will be placed at or near the end of the 12" grid main and the City will not be responsible for any repairs or maintenance on the service line from this point to property. IX. Owner agrees to install and maintain a proper backflow device, as determined by the City. X. IT IS AGREED by and between the parties hereto that all of the above conditions shall be binding upon the successors and assigns of the said Owner and each of them, if multiples, and constitutes a covenant running with the land. XI. This Agreement does not become effective until such agreement with covenants has been recorded in the real property records of Nueces County. WITNESS OUR HAND this 1 C1 day of 01 1�c r1 , 2018. OWNER: Sancha Properties Michae L. Hurst, M ager STATE OF TEXAS § § COUNTY OF NUECES § This instrument was acknowledged before me on this the \a day of Iik ort , 2018, by Michael L. Hurst, Manager, Sancha Properties, L.L.C. g LINDA A MAREH' A _YY1Q1y�G *: *1 Notary Public,State ofTexas Notary Public, State of Texas Comm.Expires 10-21-2020 Notary ID 659523-1 LIEN HOLDER: Prosperity Bank p K thy ra Vice President STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on this the 1C1 day of A 2018, by Kathy Pratt, Vice President, Prosperity Bank. Notary Public, State of Texas LIEN HOLDER: Harry S. Brewer � •� Fat, LINDA A MARE Notary Public,StateofTexos Comm.Expires 10-21-2020Harry S. BrewerNotary Ip 659523-1 3 STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on this the IQ day of Pr i I 2018, by Harry S. Brewer .•" Ya LINDA A MARU '&Vhc�a 01m4"L� Notary Publir,State of Taxas Notary Public, State of Texas comm.Expiras 10-21-2020 � of Notary ID 659523-1 4rrI City of Corpus Christi: ATTEST: By: By: Rebecca Huerta Nina Nixon-Mendez, FAICP City Secretary Director, Development Services Department STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on this day of 2018, by Rebecca Huerta, City Secretary, of the City of Corpus Christi, a Texas home-rule municipal corporation, on behalf of said corporation. Notary Public, State of Texas STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on this day of 2018, by Nina Nixon-Mendez, FAICP, Director, Development Services Department, of the City of Corpus Christi, a Texas home-rule municipal corporation, on behalf of said corporation. Notary Public, State of Texas APPROVED AS TO FORM: day of 12018. Buck Brice Assistant City Attorney for the City Attorney After Recording Return to: City of Corpus Christi Attn: City Secretary P.O. Box 9277 Corpus Christi, Texas 78469-9277 5 S gRgroc q Sancha Properties LLC 7685 J u rica Rd BISHOP AND-BLOCKER 72.76 ACS OUT OF LTS 15 & 16 & 1:26 ACS-LT 1=A TR 20 WM J ROBERTSON FARM TRS I U M^ V� cR2s 9 cR26 0 0.050.1 0.2 0.3 Miles N \ P,aExhibit ..A.. ES IR Y14Y4J .. a Water Contract Location Map sC ��B —y LLro CR3B, ppb `�)�cR 3 k Site c Date Prepared iBy:Je remyM Citv cazoa— Department of Development Services Y 4r ,. Corpus ° � o _ File:K:IDevelopmentSvcsISHAREDIGIS ProjectslCasesl CR1A " ,Q 2018 Water Contracts17085 Jurica Rd C)1T1St1 LOCATION MAP Projected Coordinate System:NAD_1983_StatePlane_Texas_South_FIPS_4205_Feet Projection:Lambert_Conformal_Conic ✓. it i Outside City Limits Water Contract 7085 J u rica Road (County Road 37) City Council Presentation May 8, 2018 oaQus�yq O a ► � s 4 - �` '� Corpus Christi City-Limits r , (r a: 1 m 86 `��,�a AERIAL OVERVIEW 7085 JURICA ROAD (CR 37) Existing 12" Water Line r r- t' Proposed 2"Water Line Connection Existing 6"Water - Line Connected to Fire Hydrant Staff Recommendations Approve the proposed outside city limits water contract. se GO O Va. v AGENDA MEMORANDUM NORROPpEO Future Item for the City Council Meeting of May 8, 2018 1852 Action Item for the City Council Meeting May 15, 2018 DATE: May 8, 2018 TO: Margie C. Rose, City Manager FROM: Dan Grimsbo, Executive Director of Utilities DanG(@.cctexas.com (361) 826-1718 Bill Mahaffey, Director of Gas Operations BilIM a-)..cctexas.com (361) 826-1801 Kim Baker, Assistant Director of Financial Services — Purchasing Division KimB2�cctexas.com (361) 826-3169 Heavy Equipment Rentals for Public Utilities CAPTION: Motion authorizing a 12-month service agreement with Herc Rentals Inc., of Bonita Springs, Florida via US Communities, for the rental of heavy equipment for a total amount not to exceed $236,790.00. PURPOSE: This item is for the rental of Heavy Equipment for the Public Utilities. BACKGROUND AND FINDINGS: The Utilities Department uses the heavy equipment, mainly excavators, for construction work and emergency repairs in the field for Water, Wastewater, and Storm water. The Gas Department uses this heavy equipment, mainly trenchers and excavators, for the installation and repair of gas lines. 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 $554,986.91 $138,127.50 $693,114.41 Encumbered / Expended Amount $336,837.11 $0.00 $336,837.11 This item $98,662.50 $138,127.50 $236,790.00 BALANCE $119,487.30 $0.00 $119,487.30 Fund(s): Water, Wastewater and Gas Funds Comments: The contract is for an amount not to exceed $236,790.00 of which $98,662.50 is funded in FY2017-2018 budget. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Price Sheet Service Agreement CITY OF CORPUS CHRISTI PRICE SHEET PURCHASING DIVISION HEAVY EQUIPMENT RENTALS FOR HERC RENTALS BONITA SPRINGS,FLORIDA Item Equipment Name and Description Qty Unit Unit Price Total 1 Mini Excavator,5000-6999 lbs.DSL ROPS(Qty of 6) 72 MR $1,380.00 $99,360.00 2 Mini Excavator,2000-2999 lbs.DSL ROPS(Qty of 2) 24 MR $1,300.00 $31,200.00 3 Mini Excavator,7000-8999 lbs.DSL ROPS(Qty of 2) 24 MR $1,425.00 $34,200.00 4 Warehouse Forklift 6000 Ib. PNEU DSL(Qty of 1) 12 MR $975.00 $11,700.00 5 Trencher W/B Track 38 in.Gas(Qty of 1) 12 MR $725.00 $8,700.00 6 Combo SSL M-EX Attach Breaker 391-600 lbs. (Qty of 4) 48 MR $905.00 $43,440.00 7 Delivery 14 EA $85.00 $1,190.00 8 Repair Allowance 1 EA $7,000.00 $7,000.00 Grand Total $236,790.00 se 0 o� � SERVICE AGREEMENT NO. 1593 U Heavy Equipment Rental for Public Utilities �COflPOR1.{0 1852 THIS Heavy Equipment Rental for Public Utilities Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Herc Rentals, Inc. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Heavy Equipment Rental for Public Utilities 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 Heavy Equipment Rental for Public Utilities ("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 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 $236,790.00, 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: Joanna Moreno Department: Utilities Phone: 361-826-1649 Email: JoannaM@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must 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 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 I 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 i 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 I 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: Contracts/Funds Administrator Address: 2726 Holly Rd., Corpus Christi, Texas 78415 Phone: 361-826-1649 Fax: 361-826-1715 IF TO CONTRACTOR: Herc Rentals, Inc. Attn: Richard Shugg Title: Sales Analyst Address: 27500 Riverview Center Blvd, Bonita Springs, FL 34134 Phone: 239-301-1344 Fax: N/A 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 fo Legal Form 12/15/17 I i 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: Printed Name. Herc Rentals Inc. Title: Vice President Date: 4/12/2018 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 ,mus GO _``mss p ?� v h0 pfOR SEC xs52 The Contractor will provide heavy equipment rental, on a monthly basis, to be used by the Utilities and Gas Departments for various jobs. Equipment to be rented includes: • Eight (8) mini-excavators 3- Equivalent to Cat303E CR or Bobcat 27d 3- Equivalent to JCB 8029 2- Equivalent to John Deere 17G* • Two (2) mini-excavators Equivalent to John Deer 35G, with 18" dig bucket • One (1) forklift 6k capacity • One (1) Trencher DitchWitch C16X • Four (4) Jack Hammer Attachments The Contractor shall deliver and pick-up equipment. *The mini-excavator cannot be wider than the John Deer 17G. A wider equipment will prevent entry into residential yards. It is preferred that this unit be equipped with expanding tracks. so da ATTACHMENT B: QUOTE/PRICING SCHEDULE o CITY OF CORPUS CHRISTI QUOTE FORM �COFPOP 1f0 1852 1. Refer to "Sample Service Agreement" Contract Terms and Conditions before completing quote. 2. Quote your best price, including freight, for each item. 3. In submitting this quote, vendor certifies that the prices in this quote have been arrived at independently, without consultation, communication, or agreement with any other vendor or competitor, for the purpose of restricting competition with regard to prices. Invitation to quote, FOB Destination, Frei ht Included, on the following: DESCRIPTION QTY UNIT UNIT PRICE PRICE TOTAL Item #240-1300- Mini-Excavator (QTY 6) 72 MO $1,380.00 $99,360.00 Gas - 3 Water- 3 Item #240-1000- Mini-Excavator (QTY 2) 24 MO $1,300.00 $31,200.00 Water-2 Item #240-1400-Mini-Excavator (QTY 2) 24 MO $1,425.00 $34,200.00 WW - 2 Item #450-2180- Forklift (QTY 1) 12 MO $975.00 $11,700.00 Water-1 Item #280-1040-Trencher (QTY 1) 12 MO $725.00 $8,700.00 Gas -1 Item #290-2230-Attach Breaker (QTY 4) 48 MO $905.00 $43,440.00 Water—2 WW -2 Water- 8 Delivery 14 EA $85.00 $1,190.00 WW -3 Gas - 3 Water- 60% Repair Allowance 1 EA $7,000.00 $7,000.00 WW - 20% Gas -20% TOTAL $236,790.00 COMPANY: Herc Rentals Inc. NAME OF PERSON AUTHORIZED TO SIGN: Jason Oosterbeek ADDRESS: 27500 Riverview Center Blvd CITY / STATE/ZIP: Bonita Springs / FL / 34134 PHONE: 239-301-1344 EMAIL: hercbids@hercrentals.com FAX: 866-294-6490 DATE: 4/12/2018 SIGNATURE: TITLE: Vice President THE CITY RESERVES THE RIGHT TO REJECT OR CANCEL ANY OR ALL QUOTES.TO WAIVE ANY INFORMALITIES OR IRREGULARITIES IN THE QUOTES RECEIVED AND TO CANCEL OR POSTPONE THIS PROJECT UNTIL A LATER DATE. Page 1 of 1 RFQ Revised 1.3.2018 ATTACHMENT C—INSURANCE REQUIREMENTS I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administrator one (1) copy of Certificates of Insurance with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability policy 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 change Per occurrence - aggregate 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 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. L It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2018 Insurance Requirements Utilities Rental Equipment Delivery and Pick Up 02/02/2018 sw Risk Management Valid Through 12/31/2018 Attachment D - Warranty Requirements No Warranty Requirements necessary for this service agreement; Section 8. Warranty is null for this Service Agreement. se GO O Va. AGENDA MEMORANDUM Future Item for the City Council Meeting of May 8, 2018 Nc1852Ev Action Item for the City Council Meeting of May 15, 2018 DATE: April 20, 2018 TO: Margie C. Rose, City Manager FROM: Miles Risley, City Attorney MilesR@cctexas.com 826-3873 AEP Distribution Cost Recovery Factor CAPTION: Resolution of the City of Corpus Christi, Texas authorizing participation in the Public Utility Commission of Texas Docket 48222 regarding AEP Texas Inc.'s application to amend its distribution cost recovery factors; finding that the city's reasonable rate case expenses shall be reimbursed by the company; finding that the meeting at which this resolution is passed is open to the public as required by law; requiring notice of this resolution to the company and legal counsel. PURPOSE: Resolution to participate in AEP's filing at the Public Utility Commission for a Distribution Cost Recovery Factor BACKGROUND AND FINDINGS: On April 3, 2018, AEP Texas filed an Application for approval of a Distribution Cost Recovery Factor to become effective on September 1, 2018. The City has jurisdiction over the application with regard to customers within the municipal boundary. aEP is seeking approval of a cost recovery factor to recover net distribution revenues of $3.1 million (an approximately $800,000 decrease for the Central Division and $3.9 million increase for the north Division. Approval of this Resolution authorizes the City to participate in this matter to review the application with other cities for compliance with applicable distribution cost recovery regulations. ALTERNATIVES: Do not approve the Resolution and do not participate in the case. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Not applicable EMERGENCY / NON-EMERGENCY: Non-emergency DEPARTMENTALCLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): (Do not list Accounting streams, use names of accounts) RECOMMENDATION: Approval of the Resoluiton LIST OF SUPPORTING DOCUMENTS: Resolution RESOLUTION OF THE CITY OF CORPUS CHRISTI, TEXAS AUTHORIZING PARTICIPATION IN THE PUBLIC UTILITY COMMISSION OF TEXAS DOCKET 48222 REGARDING AEP TEXAS INC.'S APPLICATION TO AMEND ITS DISTRIBUTION COST RECOVERY FACTORS; FINDING THAT THE CITY'S REASONABLE RATE CASE EXPENSES SHALL BE REIMBURSED BY THE COMPANY; FINDING THAT THE MEETING AT WHICH THIS RESOLUTION IS PASSED IS OPEN TO THE PUBLIC AS REQUIRED BY LAW; REQUIRING NOTICE OF THIS RESOLUTION TO THE COMPANY AND LEGAL COUNSEL. WHEREAS, the City of Corpus Christi, Texas ("City") is an electric utility customer of AEP Texas Inc. ("AEP" or "Company"), and a regulatory authority with an interest in the rates and charges of AEP; and WHEREAS,the City is a member of the Cities Served by AEP ("Cities"), a membership of similarly situated cities served by AEP that have joined together to efficiently and cost effectively review and respond to electric issues affecting rates charged in AEP's service area; and WHEREAS, on or about April 3, 2018 AEP filed with the City an Application to Amend its Distribution Cost Recovery Factor ("DCRF"), PUC Docket No. 48222, seeking a net increase in electric distribution rates by approximately $3.1 million (an approximately $800,000 decrease for the Central Division and $3.9 million increase for the North Division); and WHEREAS, all electric utility customers residing in the City will be impacted by this ratemaking proceeding if it is granted; and WHEREAS, Cities are coordinating its review of AEP's DCRF filing with designated attorneys and consultants to resolve issues in the Company's application; and WHEREAS, Cities members and attorneys recommend that members deny the DCRF. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: Section 1. That the City is authorized to participate with Cities in PUC Docket No. 48222 to review application for compliance with applicable laws and regulations. Section 2. That subject to the right to terminate employment at any time, the City of hereby authorizes the hiring of the law firm of Lloyd Gosselink and consultants to negotiate with the Company, make recommendations to the City regarding reasonable rates, and to direct any necessary administrative proceedings or court litigation associated with an appeal of this application Piled with the PUC. 7629334 1 Section 3. That the City's reasonable rate case expenses shall be reimbursed in full by AEP within 30 days of presentation of an invoice to AEP. Section 4. That it is hereby officially found and determined that the meeting at which this Resolution is passed is open to the public as required by law and the public notice of the time, place, and purpose of said meeting was given as required. Section 5. That a copy of this Resolution shall be sent to Melissa Gage, American Electric Power Service Corporation, 400 West 15th Street, Suite 1520,Austin, Texas 78701 and to Thomas Brocato, General Counsel to the Cities, at Lloyd Gosselink Rochelle & Townsend, P.C., P.O. Box 1725, Austin, Texas 78767-1725. PASSED AND APPROVED this day of 52018. Joe McComb Mayor ATTEST: Rebecca Huerta, City Secretary APPROVED AS TO FORM: City Attorney 7629334 2 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 7629334 3 se GO O Va. AGENDA MEMORANDUM Future Item for the City Council Meeting of May 8, 2018 Nc1852Ev Action Item for the City Council Meeting of May 15, 2018 DATE: March 23, 2018 TO: Margie C. Rose, City Manager FROM: Keith Selman, Assistant City Manager Keith S e(o-)-cctexa s.co m (361) 826-3232 Approval of By-Laws - Corpus Christi B Corporation CAPTION: Motion approving the by-laws of the Corpus Christi B Corporation as approved by the Corporation's Board of Directors on March 19 and April 16, 2018. PURPOSE: The purpose of this item is to approve the Bylaws as approved by the Corpus Christi B Corporation. BACKGROUND AND FINDINGS: On November 8, 2016, Corpus Christi voters approved a Type B Sales Tax at the expiration of the Type A Sales Tax— Economic Development Fund. On January 31, 2017 and August 8, 2017 staff gave an overview of the local sales tax programs, and initiated conversation with the council regarding the Type B Corporation. City Council completed appointment of the Type B Board of Directors on December 19, 2017, and approved the Certificate of Formation on January 16, 2018. The Certificate of Formation of the Corpus Christi B Corporation calls for passage of By- laws. The Corpus Christi B Corporation originally adopted the By-Laws on March 19, 2018. The by-laws were brought back before the Board at the April 16, 2018 meeting to make some changes, including adding information regarding the role of the City Council liaison. They are now before City Council for approval. ALTERNATIVES: None. OTHER CONSIDERATIONS: Not applicable. CONFORMITY TO CITY POLICY: Conforms with Council direction on Type B Corporation. EMERGENCY / NON-EMERGENCY: Non-Emergency Item DEPARTMENTALCLEARANCES: Legal Finance FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital X Not applicable Fiscal Year: 2017 - 2018 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: RECOMMENDATION: Staff recommends approving the By-Laws. LIST OF SUPPORTING DOCUMENTS: By-Laws of Corpus Christi B Corporation as Approved on April 16, 2018 BYLAWS OF CORPUS CHRISTI B CORPORATION ARTICLE I: PURPOSE AND POWERS Section 1.1 Purpose. The Corpus Christi B Corporation (the"Corporation")is a Type B corporation established for the purposes set forth in its Certificate of Formation,acting on behalf of the City of Corpus Christi,Texas(the"City")as its duly constituted authority and instrumentality in accordance with the Development Corporation Act of 1979, Chapters 501-505 of the Texas Local Government Code,as amended(the"Act"),the Texas Non-Profit Corporation Act,Chapter 22 of the Texas Business Organizations Code,as amended(the"Non-Profit Act"),and other applicable laws. Section 1.2 Powers. In the fulfillment of its corporate purposes,the Corporation shall be governed by Chapter 505 and other applicable provisions of the Act,and shall have all the powers set forth and conferred in its Certificate of Formation, in the Act, in the Non-Profit Act, and in other applicable law,subject to the limitations prescribed therein and herein and to the provisions thereof and hereof. ARTICLE IL• BOARD OF DIRECTORS Section 2.1 Number and Term of Office (a) The affairs of the Corporation shall be managed and controlled by a Board of Directors (the"Board")subject to the advice and consent of the City and,subj ect to the restrictions imposed by the law, by the Certificate of Formation, and by these Bylaws, the Board shall exercise all of the powers of the Corporation.Any projects undertaken using the funds of the Corporation will require the approval of the Corpus Christi City Council (the "City Council"), in accordance with the Act. (b) The Board shall be composed of seven persons appointed by the City Council as laid out in the Corporation's Certificate of Formation. (c) Any vacancy occurring on the board of directors shall be filled by appointment by the City Council of a person who shall hold office until the expiration of the term.Directors serve at the will of City Council and can be removed with or without cause at any time by motion of the City Council. Section 2.2 Meetings of Directors. The directors may hold their meetings at such place or places in the City as the Board may from time to time determine;provided,however,in the absence of any such determination by the Board,the meetings shall be held at an available room at City Hall. Section 2.3 Quorum. A majority of the entire membership of the Board shall constitute a quorum to conduct official business of the Corporation. Section 2.4 Conduct of Business. (a) The president shall be a voting member of the Board. (b) At all meetings of the Board,the president shall preside. In the absence of the president, the vice-president shall preside. (c) The secretary of the Corporation shall act as secretary of all meetings of the Board,but in the absence of the secretary, the presiding officer may appoint any person to act as secretary of the meeting. The City Secretary shall serve as assistant secretary, to provide administrative support services and official record keeping for the Corporation. (d) At meetings of the Board,matters pertaining to the business of the Corporation shall be considered in accordance with the rules of procedure as from time to time adopted by the Board. Section 2.5 Compensation of Directors. Directors shall serve without compensation,but they may be reimbursed for their actual expenses incurred in the performance of their official duties as directors. ARTICLE III: OFFICERS Section 3.1 Titles and Terms of Office. The officers of the Corporation shall include a president, a vice-president, a secretary, and such other officers as the Board of Directors may from time to time authorize. A majority of the directors shall elect the officers and fill any vacant offices. Terms of officers shall expire in accordance with the Certificate of Formation. Officers may be re- elected. Section 3.2 Powers and Duties of the President. The president shall be the presiding officer of the Corporation, and after approval by the Board, shall execute all contracts and other instruments in the name of the Corporation. Section 3.3 Vice-President. The vice-president shall exercise the powers of the president during that officer's absence or inability to act. Section 3.4 Secretary. The secretary or assistant secretary shall keep the minutes of all meetings of the Board and books provided for that purpose,shall give and serve all notices,may sign with the president in the name of the Corporation,and/or attest to the signature of the president,shall have charge of the corporate books,records,documents and instruments,except the books of account and financial records and securities, and such other books and papers as the Board may direct, and shall in general perform all duties incident to the office of secretary subject to the control of the Board. All records of the Corporation are subject to the Texas Public Information Act. Section 3.5 City Manager's Office. The City Manager of the City, or designee, will serve as the Executive Director of the Corporation,provide administrative support services for the Corporation in accordance with section 5.6,and perform duties as prescribed by the Board and City Council. Section 3.6 City Council Liaison. (a) The City Council may, in its discretion, appoint a City Council member as a liaison to the Corporation for purposes of facilitating communication between the City Council and the Board. (b) The City Council liaison may: 1. Attend meetings of the Board and sit with the Board,as if a part of the Board's membership. 2. Communicate with City Council regarding the activity and discussion at each Board meeting, so long as any communication between the liaison that the City Council complies with the Open Meetings Act. The liaison may make scheduled updates during City Council meetings or discuss Type B business when Type B projects appear on the City Council agenda. 3. Communicate with the Board at meetings regarding direction from City Council and participate in the discussion of potential projects as a representative of City Council. (c) The City Council liaison may not: 1. Vote on any item considered at a meeting of the Board. 2. Be counted when determining if a quorum of the Board is present. 3. Act as a Director of the Board in any capacity.The City Council liaison is not a Director of the Corporation and, as such,has no authority to speak on behalf of the Board.The liaison may communicate as a representative of City Council to facilitate communication between the Board and the City Council. Section 3.7 Compensation. Officers,other than City staff,shall not receive any salary or compensation for those services,except that they may be reimbursed for the actual expenses incurred in the performance of those services. The Corporation shall reimburse the City for the time of all City staff in accordance with section 5.6. ARTICLE IV: FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS Section 4.1 Contracts. No contract or other transaction between the Corporation and any other corporation, person, or entity shall be executed unless the majority of the Board, who are present and approve such contract,are persons with no interest in such other person or entity.Board members are subject to the City's Code of Ethics, Chapter 2, Article V, of the City's Code of Ordinances. Section 4.2 Annual Corporate Budget. Prior to the commencement of each fiscal year of the Corporation, the Board shall adopt a proposed budget of expected revenues and proposed expenditures for the next ensuing fiscal year. The budget shall not be effective until the same has been approved by the City Council. Section 4.3 Books, Records, Audits. (a) The Corporation shall keep and properly maintain,in accordance with generally accepted accounting principles,complete books,records,accounts,and financial statements pertaining to its corporate funds, activities, and affairs. (b) The books, records, accounts, and financial statements of the Corporation shall be maintained for the Corporation by the accountants and other staff of the City. (c) The Corporation's books,records,accounts,and financial statements shall be audited at least once each fiscal year by an outside,independent auditing and accounting firm selected by the City Council. Such audit shall be at the expense of the Corporation. Section 4.4 Deposit and Investment of Corporation Funds. (a) All proceeds from loans or from the issuance of bonds,notes, or other debt instruments ("Obligations") issued by the Corporation shall be deposited and invested as provided in the resolution,order,indenture,or other documents authorizing or relating to their execution or issuance. (b) Subject to the requirements of contracts, loan agreements, indentures, or other agreements securing Obligations, all other monies of the corporation, if any, shall be deposited, secured, and/or invested in the manner provided for the deposit, security, and/or investment of the public funds of the City. The accounts, reconciliation, and investment of such funds and accounts shall be performed by the Finance Department of the City. Section 4.5 Expenditure of Corporate Money. The sales and use taxes collected pursuant to the Act and any proceeds deriving therefrom,including proceeds from the investment of funds of the Corporation and proceeds derived from the sale of Obligations,may be expended by the Corporation for its authorized purposes consistent with the Act. Section 4.6 Issuance of Obligations. No Obligations,including refunding Obligations, shall be authorized or sold and delivered by the Corporation unless the City Council approves such Obligations by action taken prior to the date of sale of the obligations. ARTICLE V: MISCELLANEOUS PROVISIONS Section 5.1 Principal Office. (a) The principal office and the registered office of the Corporation shall be the registered office of the Corporation specified in the Certificate of Formation. (b) The Corporation shall have and shall continuously designate a registered agent at its office, as required by the Act. Section 5.2 Fiscal Year. The fiscal year of the Corporation shall be the same as the fiscal year of the City. Section 5.3 Seal. The seal of the Corporation shall be determined by the Board. Section 5.4 Resignations. Any director or officer may resign at any time. Such resignation shall be made in writing and delivered to the City Secretary, and shall take effect upon appointment of a successor. Section 5.5 Approval by City Council or Advice and Consent of the City. To the extent that these bylaws or the Certificate of Formation refer to any approval by the City Council, such approval shall be evidenced by a certified copy of a resolution, ordinance or motion duly adopted by the City Council.To the extent that that these bylaws or the Certificate of Formation refer to advice and consent of the City, such advice and consent can be in the form of City Council approval or other approval by the City Manager, or designee, when appropriate. Section 5.6 Services of City Staff and Officers. The Corporation shall pay for all services provided to the Corporation by City staff. Subj ect to the authority of the City Manager under the Charter of the City, the Corporation shall utilize the services of the staff and employees of the City. All requests for staff time or inquiries of staff will be requested through the executive director of the Corporation. The Corporation shall pay reasonable compensation to the City for such services, and the performance of such services shall not materially interfere with the other duties of such personnel of the City. Reasonable compensation for services provided by City staff,including City staff serving as an officer for the Corporation, is the amount determined by the allocation study conducted annually for the City,or such other method used by the City to make that determination. Section 5.7 Indemnification of Directors, Officers and Emplovees. (a) As provided in the Act,the Corporation is,for the purposes of the Texas Tort Claims Act (Subchapter A,Chapter 101,Texas Civil Practices and Remedies Code),a governmental unit and its actions are governmental functions. (b) The Corporation shall indemnify each and every member of the Board,its Officers,and its employees and each member of the City Council and each employee of the City, to the fullest extent permitted by law, against any and all liability or expense,including attorneys' fees,incurred by any of such persons by reason of any actions or omissions that may arise out of the functions and activities of the Corporation. ARTICLE VI: EFFECTIVE DATE,AMENDMENTS Section 6.1 Effective Date. These bylaws shall become effective upon the occurrence of the following events: (1) the approval of these bylaws by the City Council; and (2) the adoption of the bylaws by the Board. Section 6.2 Amendments to Bylaws. These bylaws may be amended only in accordance with the requirements of the Act. so 0 0 AGENDA MEMORANDUM /NCORPOR I- Future Item for the City Council Meeting of May 8, 2018 1 2 Action Item for the City Council Meeting of May 15, 2018 DATE: May 8, 2018 TO: Mayor and Council FROM: Rebecca L. Huerta, City Secretary rebeccah@cctexas.com (361) 826-3105 Appointing Board Member to the Corpus Christi Housing Finance Corporation and the Corpus Christi Industrial Development Corporation CAPTION: Motion appointing Council Member Everett Roy as Board Member to the Corpus Christi Housing Finance Corporation and the Corpus Christi Industrial Development Corporation. PURPOSE: The purpose of this item is to appoint Council Member Everett Roy as a board member of the Corpus Christi Housing Finance Corporation and the Corpus Christi Industrial Development Corporation. BACKGROUND AND FINDINGS: The City has three corporations for which the City Council serves as the Board of Directors. These corporations are the Corpus Christi Community Improvement Corporation (CCCIC), the Corpus Christi Housing Finance Corporation (CCHFC), and the Corpus Christi Industrial Development Corporation (CCIDC). Of the three corporations, the Corpus Christi Community Improvement Corporation (CCCIC) is incorporated under the Texas Non-profit Corporations Act and, therefore, appoints its own membership. The other two corporations, the CCHFC and CCIDC, require that the City Council make the appointments. On April 24, 2018, the City Council appointed Everett Roy to fill the District 1 seat vacated by Council Member Carolyn Vaughn upon her resignation. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: Not Applicable. CONFORMITY TO CITY POLICY: Not Applicable. DEPARTMENTAL CLEARANCES: Housing and Community Development Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital 0 Not applicable Project to Fiscal Year: 2017-2018 Date Expenditures Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: Not Applicable RECOMMENDATION: Staff recommends approval of the Motion as presented. LIST OF SUPPORTING DOCUMENTS: Board roster sheets: CCHFC and CCIDC City Of Corpus Christi CORPUS CHRISTI HOUSING FINANCE CORPORATION BOARD ROSTER MICHAEL T. HUNTER Appointing Authority :ity Council Position vice-rresiaent ®. Apr 19, 2016 - Dec 13, 2018 ........................................................ .......... ................................ ............................................................................................................................................. JOE MCCOMB Appointing Authority City Council Dec 20, 2016- Dec 13, 2018 ............................................................................................................................................................................................................................................................................................................................................................................. DEBBIE LINDSEY-OPEL Appointing Authority City Council Jul 18, 2017- Dec 13, 2018 ............................................................................................................................................................................................................................................................................................................................................................................. PAULETTE GUAJARDO Appointing Authority City Council Dec 20, 2016- Dec 13, 2018 ................................................... ........................................................................................................................................................................................................ BEN MOLINA Appointing Authority City Council Dec 20, 2016- Dec 13, 2018 ................................................................................................................................................................................................................................................................................................................................................................................. GREG SMITH Appointing Authority City Council fW__ � Dec 20, 2016- Dec 13, 2018 ..................................... ............... ......................................................................_ _ _ _ .................................................................................................................................. ® RUDY GARZAAppointing Authority City Council IMMIPosition President Jan 13, 2015- Dec 13, 2018 .................................. .............................................................................................................................................................................................................................................................................. LUCY RUBIO Appointing Authority City Council ® 1IMMI Jan 13, 2015- Dec 13, 2018 ................................................................................................................................................................................................................................................................................................................................................................................. ® VACANCY Appointing Authority City Council CORPUS CHRISTI HOUSING FINANCE CORPORATION Page 1 of 1 City Of Corpus Christi CORPUS CHRISTI INDUSTRIAL DEVELOPMENT CORPORATION BOARD ROSTER _ GREG SMITH Appointing Authority ity Council Dec 20, 2016- Dec 13, 2018 ........................................................ ........... ................................................................................................................................................................................................................ RUDY GARZA Appointing Authority City Council Jan 13, 2015- Dec 13, 2018 ................................................................................................................................................................................................................................................................................................................................................................................. MICHAEL T. HUNTER Appointing Authority City Council Apr 19, 2016 - Dec 13, 2018 ................................................................................................................................................................................................................................................................................................................................................................................. JOE MCCOMB Appointing Authority City Council Dec 20, 2016- Dec 13, 2018 ...................................................................................................................................................................................................................................................................................................................................................... CLUCY RUBIO - Appointing Authority City Council 11=01 Jan 13, 2015 Dec 13, 2018 ................................................................................................................................................................................................................................................................................................................................................................................. DEBBIE LINDSEY-OPEL Appointing Authority City Council 'WW_ � Jul 18, 2017- Dec 13, 2018 ........................................................... ..................................................................................................................................................................................................................................... ® PAULETTE GUAJARDO Appointing Authority City Council IEM-* Dec 20, 2016 Dec 13, 2018 ...................................................... ................................................................................................................................................................................................................................................................................................. BEN MOLINA Appointing Authority City Council ® Dec 20, 2016- Dec 13, 2018 ................................................................................................................................................................................................................................................................................................................................................................................. ® VACANCY Appointing Authority City Council CORPUS CHRISTI INDUSTRIAL DEVELOPMENT CORPORATION Page 1 of 1 �vs cr� c° 110 H P AGENDA MEMORANDUM NCoRpaq 1,o Future Item for the City Council Meeting of May 8, 2018 1852 Action Item for the City Council Meeting of May 15, 2018 DATE: May 8, 2018 TO: Mayor and Council FROM: Rebecca L. Huerta, City Secretary rebeccah@cctexas.com (361) 826-3105 Appointing Board Member to the Coastal Bend Health Facilities Development Corporation and the Coastal Bend Cultural Education Facilities Finance Corporation CAPTION: Motion appointing Council Member Everett Roy as Board Member to the Coastal Bend Health Facilities Development Corporation and the Coastal Bend Cultural Education Facilities Finance Corporation. PURPOSE: The purpose of this item is to appoint Council Member Everett Roy as a board member of the Coastal Bend Health Facilities Development Corporation (CBHFDC) and the Coastal Bend Cultural Education Facilities Finance Corporation (CBCEFFC). BACKGROUND AND FINDINGS: The Coastal Bend Health Facilities Development Corporation was formed in 1984 to facilitate the financing of health care facilities through the issuance of tax-exempt revenue bonds as authorized by federal tax laws. The Coastal Bend Cultural Education Facilities Finance Corporation was created in 2009 to replace the Coastal Bend Health Facilities Development Corporation. Since the Coastal Bend Health Facilities Development Corporation still has bonds outstanding from earlier financing, it cannot be dissolved until those bonds are either retired or refunded. Council Members are appointed to serve on both corporations in order to maintain continuity for both organizations until the Health Facilities Development Corporation can be dissolved. On April 24, 2018, the City Council appointed Everett Roy to fill the District 1 seat vacated by Council Member Carolyn Vaughn upon her resignation. ALTERNATIVES: Not applicable. OTHER CONSIDERATIONS: Not Applicable. CONFORMITY TO CITY POLICY: Not Applicable. DEPARTMENTAL CLEARANCES: Legal FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital 0 Not applicable Project to Fiscal Year: 2017-2018 Date Expenditures Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: Not Applicable RECOMMENDATION: Staff recommends approval of the Motion as presented. LIST OF SUPPORTING DOCUMENTS: Board roster sheets: CBHFDC and CBCEFFC City Of Corpus Christi COASTAL BEND CULTURAL EDUCATION FACILITIES FINANCE CORPORATION BOARD ROSTER _ DEBBIE LINDSEY-OPEL Appointing Authority City Council 'OF � Jul 18, 2017- Dec 13, 2018 ........................................................ ........... .................................................................................................................................................................................................. ® LUCY RUBIOAppointing Authority City Council Jan 13, 2015- Dec 13, 2018 ................................................................................................................................................................................................................................................................................................................................................................................. BEN MOLINA Appointing Authority City Council qW � Dec 20, 2016- Dec 13, 2018 .......................................................................................................................................................................................................................................................................................................................................................................... RUDY GARZA Appointing Authority City Council 1 Jan 13, 2015- Dec 13, 2018 ........................................... ........................................................................................................................................................................................................ 6 PAULETTE GUAJARDO Appointing Authority City Council Dec 20, 2016- Dec 13, 2018 ................................................................................................................................................................................................................................................................................................................................................................................. ® JOE MCCOMB Appointing Authority City Council Dec 20, 2016- Dec 13, 2018 ...................................... .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. ..................................................................................................................................................................................................................................................... ® MICHAEL T. HUNTER Appointing Authority City Council Apr 19, 2016 Dec 13, 2018 ................................................................. ................................................................................................................................................................................................................................................................................................. GREG SMITH Appointing Authority City Council ® Dec 20, 2016- Dec 31, 2018 ................................................................................................................................................................................................................................................................................................................................................................................. ® VACANCY Appointing Authority City Council COASTAL BEND CULTURAL EDUCATION FACILITIES FINANCE CORPORATION Page 1 of 1 City Of Corpus Christi COASTAL BEND HEALTH FACILITIES DEVELOPMENT CORPORATION BOARD ROSTER MICHAEL T. HUNTER Appointing Authority :ity Council ®.•� Apr 19, 2016 - Dec 13, 2018 ........................................................ .......... .................................................................................................................................................................................................. GREG SMITH Appointing Authority City Council Dec 20, 2016- Dec 13, 2018 ............................................................................................................................................................................................................................................................................................................................................................................. PAULETTE GUAJARDO Appointing Authority City Council 'qW � Dec 20, 2016- Dec 13, 2018 ................................................................................................................................................................................................................................................................................................................................................................................. JOE MCCOMB Appointing Authority City Council Dec 20, 2016- Dec 13, 2018 ................................................... ........................................................................................................................................................................................................ BEN MOLINA Appointing Authority City Council Dec 20, 2016- Dec 13, 2018 ................................................................................................................................................................................................................................................................................................................................................................................. DEBBIE LINDSEY-OPEL Appointing Authority City Council �r Jul 18, 2017- Dec 13, 2018 ............................................................................................................................................................................................................................................................ LUCY RUBIO Appointing Authority City Council Jan 13, 2015- Dec 13, 2018 .................................. ................................................................................................................................................................................................................................................................................................. RUDY GARZA Appointing Authority City Council ® 1IMMI Jan 13, 2015- Dec 13, 2018 ................................................................................................................................................................................................................................................................................................................................................................................. ® VACANCY Appointing Authority City Council COASTAL BEND HEALTH FACILITIES DEVELOPMENT CORPORATION Page 1 of 1 CITY COUNCIL EXECUTIVE SUMMARY e Council Priority STREETS Staff Contacts: Mark Van Vleck, Assistant City Manager Valerie H. Gray, P.E., Executive Director of Public Works 4 Jeff H. Edmonds, P. E., Director of Engineering Services Meeting Date Agenda Category Le istar ID May 8, 2018 Ordinance 18-0498 May 15, 2018 Agenda Title: Land Exchange Agreement— Rodd Field Road Expansion Project (Bond 2014, Proposition 2) PROPOSED ACTIONS/RECOMMENDATIONS ➢ Staff Recommendation: Authorization to execute land exchange agreement o With "Owners": ■ The Nuss Family Partnership, Ltd. ■ GSC Holdings, Ltd. ■ Wayne Lundquist, Jr. o For conveyance to City of their interest in ■ 1.2969 acre parcel of land ■ At intersection of Yorktown Boulevard and Rodd Field Road o For conveyance to Owners and abandonment by City of ■ Its interest in 1.939 acre tract (Airline Extension) ■ Between Yorktown Boulevard and Rodd Field Road SUMMARY ➢ Required for Bond 2014, Proposition 2 Rodd Field Road Expansion Project ➢ Currently insufficient right-of-way at Rodd Field Road /Yorktown Boulevard intersection ➢ Acquisition of additional right-of-way required ➢ Land exchange agreement negotiated o City's easement rights ■ 1.939 acres of Airline Road (Rodd Field to Yorktown) o Owners' property ■ 1.2969 acres at Yorktown Boulevard and Rodd Field Road o Properties appraised atequal value - $530,000 each PRIOR COUNCIL ACTION ➢ None FINANCIAL CONSIDERATIONS ➢ Additional $2,500 closing cost required (City) ALTERNATIVES ➢ Authorize execution of agreement SUPPORTING DOCUMENTS ➢ Item Details ➢ Presentation ➢ Agreement ➢ Location Map ➢ Vicinity Map ➢ Ordinance FUTURE ACTIONS ➢ None Project No.E15112 SG/CJ Rev.0—04/23/18 Item Details Legistar# 18-0498 Land Exchange Agreement — Rodd Field Road Expansion Project (Bond 2014, Proposition 2) Council Meeting Dates: Item Being Considered: Future Item — May 8, 2018 Ordinance Action Item — May 15, 2018 RECOMMENDATION: Authorization to execute a land exchange agreement between the Nuss Family Partnership, Ltd., GSC Holdings, Ltd. and Wayne Lundquist, Jr. ("Owner") and the City of Corpus Christi, Texas ("City") which calls for Owners to convey their interest in a 1.2969 acre parcel of land at the intersection of Yorktown Boulevard at Rodd Field Road to the City and for the City to convey and abandon its interest in a 1.939 acre tract known as Airline Extension between Yorktown Boulevard and Rodd Field Road, Corpus Christi, Texas. SUMMARY: The Bond 2014, Proposition 2 Rodd Field Road Expansion Project(Project)addresses capacity and road improvements from Saratoga Boulevard to Yorktown Boulevard. The intersection of Rodd Field Road at Yorktown Boulevard is a critical part of the overall Project. This end of the project has an area that is unimproved and has insufficient right-of-way to accommodate the designed multi-lane, signalized intersection that includes new curb and gutters, sidewalks, ADA ramps, medians, signage and pavement markings. The designed intersection improvements require acquisition of right-of-way within the areas shown on the attached Vicinity map, marked as Parcels 1 and 2. These two parcels of right-of-way will provide a total width of 130 feet on Rodd Field Road at this intersection. Parcel 2 will be needed to re-align and shift the present Rodd Field Road for a future southward extension of Rodd Field Road. Parcel 1, located at the northwest corner of the intersection, contains a 5-foot wide strip of land that is .0917-acres in size. This parcel was successfully acquired from Del Mar College in March 2018. Parcel 2 (THIS ITEM) is located at the northeast corner and entails 1.29697-acres of land. This parcel will be acquired from the 9.8-acre triangular shaped tract owned by Nuss Family Partnership Ltd., GSC Holdings Ltd., and Wayne Lundquist, Jr. The City has easement rights to 1.939-acres of Airline Road which runs diagonally from Rodd Field Road to Yorktown Boulevard as shown highlighted in orange on the attached Vicinity Map. This property was under the City's consideration for either abandonment or for use as a bypass road to be constructed as part of the intersection project. City staff determined it would be in the best interest of the City and the landowners to exchange the Airline Road easement rights for the Parcel 2 right-of-way. City staff obtained a real estate appraisal report for the fee simple rights to both the 1.29697-acres (Parcel 2) and the 1.939-acre Airline Road easement. Both tracts of land have been appraised at equal market values of$530,000 each. City staff negotiated an exchange of property rights with the landowners. The attached Agreement has been executed by the landowners and contains all the terms of the exchange. Closing costs estimated at $2,500.00 will also be needed for the City's share. PREVIOUS COUNCIL / BOARD ACTIONS: None. Project No.E15112 1 SG/CJ Rev.0—04/23/18 Ordinance approving a land exchange agreement between the Nuss Family Partnership, Ltd., GSC Holdings, Ltd. and Wayne Lundquist, Jr. ("Owner") and the City of Corpus Christi, Texas ("City") which calls for Owners to convey their interest in a 1.2969 acre parcel of land at the intersection of Yorktown Boulevard at Rodd Field Road to the City and for the City to convey and abandon its interest in a 1.939 acre tract known as Airline Extension between Yorktown Boulevard and Rodd Field Road, Corpus Christi, Texas. WHEREAS, the City plans to construct a new and larger intersection for Rodd Field Road at Yorktown Boulevard inside the city limits of Corpus Christi, Texas; and WHEREAS, the Nuss Family Partnership, Ltd., GSC Holdings, Ltd. and Wayne Lundquist, Jr. ("Owner") hold title to a 1.2969 acre tract of land at the intersection of Rodd Field Road and Yorktown Boulevard, Corpus Christi, Texas as more particularly described in the Land Exchange Agreement attached hereto as Exhibit "A," and WHEREAS, the City owns or holds a prescriptive easement in a 1 .939 acre tract of land known as Airline Extension as further described in the Land Exchange Agreement attached hereto and incorporated herein as Exhibit "A," and WHEREAS, the Owners have agreed to convey their interest in the 1.2969 acre tract of land to the City in exchange for the City's conveyance of its interest in the 1 .939 acre tract of land as further described in the Agreement attached hereto as Exhibit "A." WHEREAS, upon completion of construction of the new intersection at Rodd Field Road and Yorktown Boulevard, the City will abandon the Airline Extension roadway in accordance with Section 49-12 of the City Code of Ordinances. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the Land Exchange Agreement attached hereto and incorporated herein as Exhibit "A" is approved and the City Manager or designee is hereby authorized to execute the Agreement on behalf of the City of Corpus Christi. SECTION 2. That City is authorized to pay up to $2,500.00 in closing costs for the land swap as described in the attached Exhibit "A." SECTION 3. The City Manager or designee is further authorized to execute a Quit Claim Deed to Owner for the 1.939 acre parcel described as Airline Extension. Page 1 of 2 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 Everett Roy Paulette Guajardo Lucy Rubio Michael Hunter Greg Smith 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 Everett Roy Paulette Guajardo Lucy Rubio Michael Hunter Greg Smith Debbie Lindsey-Opel PASSED AND APPROVED on this the day of , 2018. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor Page 2 of 2 AGREEMENT This is an agreement by and between NUSS FAMILY PARTNERSHIP, LTD., GSC HOLDINGS, LTD. and WAYNE LUNDQUIST, 1R. ("'Owners") and THE CITY OF CORPUS CHRISTI, TEXAS ("City"). RECITALS The Owners, in undivided interests, are the owners of that 9.800 -acre tract of land described on Exhibit A (the "Property"). The City maintains two roadway easements in that 1939-acre portion of the Property described on Exhibit B (the "Airline Extension"). The City is constructing a new intersection for Rodd Field Road and Yorktown Boulevard (the "Intersection Project"). Construction of the Intersection Project will require the City to acquire that 1.2969-acre portion of the Property described on Exhibit C (the"Acquisition Tract"). The public will no longer use, and the City will no longer have any use for, the Airline Extension area after completion of the Intersection Project. AGREEMENT In consideration of the mutual representations, covenant and agreements set forth herein, the Owners and the City do hereby agree as follows: 1. The Owners agree that they will convey the surface interest in and to the Acquisition Tract to the City, subject to all restrictions and easements of record, AS-IS, in its present condition, by Special Warranty Gift Deed. The Owners agree to purchase (from a Title Company of the City's selection)an owner's policy of title insurance in a nominal amount,insuring that good title to the Acquisition Tract is being conveyed to the City. Taxes will be prorated as of the effective date of this Agreement, with any rollback taxes to be paid by the City. One-half of any closing costs (escrow fee, tax certificates, recording fees, etc.) shall be paid by each party. 2. The City agrees that it will convey all of its right, title and interest in and to the Airline Extension to the Owners by Quitclaim Deed warranting only that it maintains the easement on the public's behalf that is being conveyed. The City further warrants that it will abandon its right to use the Airline Extension in accordance with Section 49-12 of the City Code of Ordinances upon completion of the Intersection Project. The City may continue to use the Airline Extension until completion of the Intersection Project. 3. The City agrees to complete the construction of the Intersection Project with due diligence, including the installation of three driveways and deceleration lanes providing ingress and egress to the remainder of the Owners' Property as shown on the plans which are attached as Exhibit D. The City agrees to place all excess clean dirt excavated from the Intersection Project on the remainder of the Owners' Property, leveled but not compacted. 1 4. Upon completion of the Intersection Project, the City will remove and dispose of all asphalt from the Airline Extension. This Agreement shall not be binding, nor shall it be effective, until it is authorized by the City Council and signed by the City Manager as evidence of such approval. Executed in triplicate, any of which constitutes an original. Agreed to this day of 72018 OWNERS NUSS FAMILY PARTNERSHIP, LTD. By its General Partner J By: Aen _ .VSs Title: ne r THE STATE OF TEXAS § COUNTY OF NUECES § This instrum n was acknowledged before me on n7 7 . 20 1 S by r,V7 Ala V 3 , as /"� of J '&-�- LLAII s cu., ti . General Partner on behalf of Nuss Family Partnership, Ltd. JUANA JEAN BARTON ry Public in a6efor the State of Texas Notary ID 010868260 My Commission Expires ]� June 3,2021 7 GSC HOLDINGS, LTD. By its General Partner By: Title: _ WAsav,-L - ,v""'"h. JUANA JEAN BARTON THE STATE OF TEXAS § Notary ID#10868260 My Commission Expires ��a�,a+'' June 3,2021 COUNTY OF NUECES § This instrument was acknowledged before me on 3- - , 2018 by as Lof General Partner on behalf of GSC Holdings, Ltd. ry Public in and for the State of Texas [Seal] WAYNE A. LU "DQUI "T, JR. r THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on . 2018 b g � Y Wayne A. Lundquist, Jr. Notary Pub is in and for the State of Texas [Seal] 3 CITY CITY OF CORPUS CHRISTI, TEXAS Valerie H. Gray, P.E. Executive Director of Public Works THE STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on _ , 2018 by Valerie H. Gray, P.E. as Executive Director of Public Works of the City of Corpus Christi, a Texas municipal corporation, on behalf of said corporation. Notary Public in and for the State of Texas [Seal] ATTEST: REBECCA HUERTA, CITY SECRETARY APPROVED AS TO LEGAL FORM THIS Z3 DAY OF , 2018. FOR THE CITY ATTORNEY Jan, Whitehead, Assistant City Attorney City Legal Department 4 A 9.8005-acre tract of land, more or less, being a portion of Lots 15 and 16, Section 25, Flour Bluff and Encinal Farm and Garden Tracts, as recorded in Volume A, Pages 41 through 43 of the Map Records,Nucces County, Texas and being a portion of that land deeded to Karen Ann Smith et al, described as Exhibit "B" in Document #1999015842, Oficial Public Records, Nueces County, Texas, said 9.8005-acre tract, more or less, being more particularly described by metes and bounds as follows: BEGINNING at a PK nail set in the centerline intersection of Yorktown Road (80' ROW)and the platted extension of Rodd Field Road (40' ROW) for the original southwest corner of said Lot 16 and the southwest corner of this tract; THENCE, N-29000'00"-E, along the centerline of said Rodd Field Road extension, a distance of 344.34' to a 518" steel rod set in the east right-of-way of the exlsting Rodd Field Road (120' ROW) for an exterior corner in the west line of this tract and the point of curvature for a curve to the left from which the radius bears N-35051'04"-W, 632.96',said curve having a central angle of 25108'56"and a tangent of 141.19'; THENCE, along said curve and right-of-way, at 51.60' pass a 518" steel rod set for the east right-of-way of said Rodd Field Road extension, in all an arc length of 277.82' to a 518"steel rod set for the point of tangency, THENCE, N-29°00'00"-E, continuing along the east right-of-way of said Rodd Field Road, in all a distance of 653.75' to a 518"steel rod for the north corner of this tract; THENCE, S-02026'06"-W, a distance of 1371.92' to a 5/8" steel rod found in the north right-of-way of Yorktown Boulevard for the upper southeast corner of this tract; THENCE, S-29000'00"-W, a distance of 40.00' to a 60d nail found in the centerline of Yorktown Boulevard for the lower southeast corner of this tract; THENCE, N-61 000'00"-W, along the centerline of Yorktown Boulevard, a distance of 673.54' to the POINT OF BEGINNING and containing 9.8005 acres of land,more or less. EXHIBIT A City p%ect 6465 City of Corpus Christi Consultant Project No,110446 Airline Road R.O.W.autof 9.8003 Acre Tract out of L-15,16,Sec 25 FB&EF&GT EXHIBIT' METES AND BOUNDS DESCRIPTION FOR A RELEASE OF RIGHT OF WAY FROM A 92005 ACRE TRACT OUT OF LOTS 15 AND 16 SECTION 25 FLOUR BLUFF AND ENCINAL FARM AND GARDEN TRACTS PAMi,'JyL A—UNRECORDED RIGHT OF WAY OF AIRLINE ROAD Being 1.601 acres of land,more or;ess out of a 9.60005 acre tract out of Lots 35 and 16,Section 25, Flour Bluffand Encinal Farm and Garden Tract,recorded in Document 2010003983,Official Public Records,Nueoes County,Texas and this 1.601 acre tract being more fully described by metes and bounds as follows. Beginning at a point on the easterly line of said 9-8005 acre tract,N2-26-069 27.95 feet from the southeast comer of said 9.8005 acre tract; Thence N614)0-OOW 67.08 feet;, Thence NO2-26060E 101141 feet; Thence S87-33-54 30.00 feet; Thence NO2-26-06E 242-56 feet to a point on the westerly me of said 9,8005 acre tract; Thence N29-OO-OOW 67.08 feet to the north corner of said 9.8005 acre tract; Thence S02-26-06W 1343.97 feet along the easter y Ione of said 9.8005 acre tract to the point of beginning; And containing 69,760 square feet or 1.601 acres of land more or less. PARCEL B—RECORDED RIGHT OF WAY OF AIRUNE ROAD Being 0.338 aces of land,more or less out of a 9.60005 acre tract out of tots 15 and 16,Section 25, Flour Bluff and Encinal Farm and Garden Tracts,recorded in Document 2030003983,Official Public Records,Nueces County,Texas and as recorded in Volume 245,Page 272,Deed Records,Nueccs County Texas,and this 0.338 acre tract being.more fully described by metes and bounds as followr. Beginning at a point on the westerly line of said 9XW5 acre tract,529-DO-OOW 67.08 feet from the northerly comer of said 9.8005 acre tract; Thence 52-2606W 242.56 feet along the described cented.ne of Airline Road; Thence N87-33-54W 171.28 feet to a point on the westerly line of said 9.8005 acre tract; Thence N29-00.00c 2712 feet along the westerly line of said 9.8005 acre Dad to the point of beginning. And containing 14,708 square feet or 0.338 acres more or less. TOTAL RIGHT OF WAY.BEINg RELEASED— E FEET OR L939 ACRES M R 5S DF E / yt,4EstsTr�,; sly RNAL R z EXHIBIT B Wa rc L-mc f/ F Y 9 & _, ect'o-e 35.289 Acre tree cut c' Loa 9 & l0, Seat'o� 21 Fia�r B ;ff & Enc!nai Fr.-r- do crden Tracts " :14 VOL 1958, PGS. 967-970 D R.v.C.7. /r ,v N IF �b / / .%4ss •cmiiy ?ar,7ersh77 TD GySC Ha'd'ngs, LTD Wa98C S Acresuist Jr. Trcct r os,t of Lots 15 k iS. Sect:oa Four Bit' dt `ncnc' =c-m dt Gc-den DOG X20'0003983 \ Qarscl Oeve,op-nent. L_C 28.9767 Acre Trcct out of Lots 15 do 16,& Se rd2 =lour B'Jff Enc: do nci Farm Gorda Tn T \ .` DQC.#2012015834 � 1\ eA SI . o�d FAK D. A PARCEL a GEORGE RUBALCABA D .50' 300 nar +exact+ cr alfx na'wv Ii it 4f' =mom LII Iffy .QiTl.Y L1f 'R �IISaS :>i fnas Idac7rt W 1gaw r9.i.2 lY PA' VS�S i0� IaHlr fi'dciV L� >mm ! _ rla4se �:w. KR EXHIBIT Cfrr of CORPUS CffR.,Sn 6465 mr*Far*pip B TEXAS afaartrr�.nt d&gilvvlefq s.�,;=n �„'■:'"�. ••�fL 11--06-12 Doc. 120aTv ON EXHIBIT B 920 Buffalo Street t 3618876851 Corpus Christi Texas 78401 f3618a78855 WAcom TEPE r-1366 LJA ENGINEERING TBPLS 10016600 March 28, 2017 LJA Project No. C007-15025.402 EXHIBIT`A' FIELD NOTES DESCRIPTION THE STATE OF TEXAS § COUNTY OF NUECES § Field notes of a 1.2969-acre tract for a right-of-way acquisition out of a 9.8005-acre tract of land, being a portion of Lot 16, Section 25, Flour Bluff& Encinal Farm & Garden Tracts ("F.B. & E.F. & G.T."), as recorded in Document Number 2010003983 of the Oficial Records of Nueces County, Texas; and described by metes and bounds as follows: COMMENCING at a 60d nail found in the centerline of Yorktown Boulevard and the common comer of Lots 15, 16, 17, and 18, Section 25, F.B. & E.F. & G.T., as recorded in Volume A, Page 41-43, Map Records of Nueces County, Texas; THENCE N 28040'00" E. a distance of 40.00 feet to a 518" iron rod with cap found on the north right-of-way of Yorktown Boulevard for the POINT OF BEGINNING and the southeast cornet of this 1.2969-acre tract; THENCE N 61020'00"W along the existing north right-of-way of Yorktown Boulevard, a distance of 653.69 feet to a 518" iron rod with cap set at the intersection of the north right-of-way of Yorktown Boulevard and the east right-of way of Rodd Field Road for the southwest corner of this tract; THENCE N 28040'00" E along the existing east right-of-way of Rodd Field Road, a distance of 352.19 feet to a 518" iron rod with cap found at the point-of-curvature of a curve to the left, with a radius bearing of N 40051'16" W, a radius of 632.96 feet, and a central angle of 20°28'42", for an angle corner of this tract; THENCE along the existing east right-of-way of Rodd Field Road and along said curve to the left, a distance of 226.23 feet to a 518" iron rod with cap set at the point-of-tangency of the curve for an angle comer of this tract; THENCE N 28040'00" E along the existing east right-of-way of Rodd Field Road, a distance of 653.74 feet to a 518" iron rod with cap set for the northwest comer of this tract, whence a PK nail found at the common comer of Lots 8 and 9, Section 21, & Lots 1 and 16, Section 25, F.B. & E.F. & G.T., as recorded in Volume A, Page 41-43, Map Records of Nueces County, Texas, bears N 28°40'00"E. a distance of 58.68 feet, thence N 61020'00"W, a distance of 60.00 feet; THENCE S 02006'06"W, a distance of 11.18 feet to a 518" iron rod with cap set to the proposed east right-of-way of Rodd Field Road for an angle corner of this tract; EXHIBIT C Exhibit'A'—1.2969-Acre Tract March 28, 2017 Page 2 of 2 THENCE S 28040'00"W along the proposed east right-of-way of Rodd Field Road, a distance of 707.37 feet to a 518" iron rod with cap set at the point-of-curvature of a curve to the left with a radius of 761.00 feet and a central angle of 10°33'29",for an angle corner of this tract; THENCE along the proposed east right-of-way of Rodd Field Road and along said curve to the left, a distance of 140.23 feet to a 518" iron rod with cap set at the point-of-tangency of the curve for an angle corner of this tract; THENCE S 18°06'31" W along the proposed east right-of-way of Rodd Field Road, distance of 108.67 to a 518" iron rod with cap set at the point-of-curvature of a curve to the right with a radius of 839.00 feet and a central angle of 10°33'29", for an angle corner of this tract; THENCE along the proposed east right-of-way of Rodd Field Road and along said curve to the right, a distance of 154.60 feet to a 518" iron rod with cap set at the point-of-tangency of the curve for an angle corner of this tract; THENCE S 28040'00"W along the proposed east right-of-way of Rodd Field Road, a distance of 51.50 feet to a 518" iron rod with cap set at the point-of-curvature of a curve to the left with a radius of 25.00 feet and a central angle of 90°00'00", for an angle corner of this tract; THENCE along said curve to the left, a distance of 39.27 feet to a 518" iron rod with cap set at the point-of-tangency of the curve on the proposed north right-of-way of Yorktown Boulevard for an angle corner of this tract; THENCE S 61020'00" E along the proposed right-of-way of Yorktown Boulevard, a distance of 519.93 feet to a 518"iron rod with cap set for an angle corner of this tract; THENCE S 02006'06" W, a distance of 37.46 feet to the POINT OF BEGINNING, containing 1.2969 acres, more or less. Bearings refer to grid north, Texas State Plane Coordinate System, South Zone, NAD83, US Survey Feet, as observed by GPS. This field notes description is accompanied by a survey map titled Exhibit 'B', dated March 28, 2017. 1, Albert E. Franco, Jr., Registered Professional Land Surveyor of Texas, do hereby certify that this description is based on an actual survey made on the ground, under my supervision, this the 28th day of March, 2017. Registered Professional Lan urveyor Texas Registration No. 447 EXHIBIT C 1 OZ ��Q° d LLD .2 w_ o m �Jm� m N �N _ 6 III wig N �$ �A 3 , V = I 3 � n 0 Ld 4 1 b iyl 0 3: o a y 4g�a No mrmIVY zqr r°r,° � fir"S e 1 Cl .0091y 100 fin .09'(19 �i vo$$8I Fps g rlw �o 43 vo +m i10 N U �n 3 i ¢ate m o v to is I$ qrCN N Ln IL7 Y rr O� OFO I p Off\ Z 1 L-3SQtlOEC �O £6'6!6 3 „00,OZA9 5 i .00:r 169'£59 M .00.OZA9 N $ 09VA31nDS NMOJNiJOA EXHIBIT C r I , I I r I 1 I I I ' ccs _ poop r I - I - 1 I I I I 1 79 �f I t 1 , • I ? -- --- + --——— ————— ----------- ------ ------- ------- ---�-- f ----- —�t - ----- -- --- - EXHIBIT D Ar Corpus Chr sti Engineering Rodd Field & Yorktown Intersection Property Exchange Agreement (Bond 2014, Proposition 2) qwAgwCity Council Presentation - May 8, 2018 Location Map Engineering coaaus cxmsn 8 N SCALE:NTS. WRPU$CHRI"W a qp � 050&4Y Q un sn P PROJECT LOCATION 61 g 0 ucuao t1i'l Vicinity Mapi Corpus Chr'sti Engineering PROJECT SITE s�u.rs Parcell Del Mar Colle e �a 0 y�r a d> Airline Road arce _ (Easement) Nuss Family 1.94 Acres // 1.29 Acres 4.4 Rodd Field Road-Future Extension 3 Property Exchange Agreement a Enqinccrinq Parties involve City and Nuss Family Partnership, et al (NFP) City to exchange 1.94-acres of road easement (Airline Road) for fee simple land rights to Parcel 2 containing 1.297-acres. Both parcels appraised and are of equal value, $530K. Parcel 2 needed to align future road extension of Rodd Field Road. City to vacate and abandon Airline Road section. Each party to pay one-half of closing costs. City to provide NFP with 3 driveway cuts and surplus dirt removed from intersection work. Property g Exchange Agreement c:arpusc:hrsti Engmeermg • QUESTIONS ? 5 c o�'Rr pOR A I SCALE: N.T.S. SHIP CHAN CORPUS CHRISTI I Qom � LEOPARD a z 44 gq o <pWiti 286 H R MO 358 ORGP 0 9l O Z O CORPUS CHRISTI BAY 5J\� 3Q ti T s�A U�O�Gi S p r O 00 TEXAS A&M UNIVERSITY O� y0<<Y CORPUS CHRISTI ra �Q 358 oZZ McARp<F o CABANISSZ OSO BAY CORP Gj FIELD � Q NAVAL Qv O �Q v PROJECT LOCATION 358 286 °`1' �QO W �4 Q z J np� � <" a O 2 �oJ °�o� 2444 °wN LOCATION MAP Project Number: E1 03��`' NOT TO SCALE Rodd Field Road and CITY COUNCIL EXHIBIT Yorktown Boulevard Intersection CITY OF CORPUS CHRISTI,TEXAS Property Exchange Agreement DEPARTMENT OF ENGINEERING SERVICES .....� SCALE: N.T.S. ' '' PRO dECT SITE Parcel 1 �a or,�to� IL - ,aa 4 p Airline Road bo- Parcel Easement - N❑m ❑❑❑ TM 1 [9❑Alir❑❑ 1 L29r AM L Rodd FieldProject E1703. Road-Future Extension VICI N ITY MAP am F. Rodd Field Road and CITY COUNCIL EXHIBIT Yorktown Boulevard Intersection CITY OF CORPUS CHRISTI,TEXAS Property Exchange Agreement DEPARTMENT OF ENGINEERING SERVICES CITY COUNCIL EXECUTIVE SUMMARY e Council Priority STREETS Staff Contacts: Mark Van Vleck, Assistant City Manager Valerie H. Gray, P.E., Executive Director of Public Works 4 Jeff H. Edmonds, P. E., Director of Engineering Services Andres Leal, Jr., P.E., Director of Street Operations Meeting Date Agenda Category Le istar ID May 8, 2018 Ordinance 18-0422 May 15, 2018 Agenda Title: "Release and Relinquishment of Access Rights to Highway Facility", Deed, and "Possession and Use Agreement for Transportation Purposes" (2) — Harbor Bridge Replacement Project HBRP PROPOSED ACTIONS/RECOMMENDATIONS ➢ Staff Recommendation: o Authorize conveyance of City Property and access denial to TxDOT - ■ Parcel 322 • Located at 702 Martin Luther King Drive (near Coke St), 0.2076 acres • For amount of$29,494 ($26,464 + $3,000) ■ Parcel 321(AC) • Access denial at 1208 Peabody Avenue (near Noakes St) • 132.34 Linear Feet • For amount of$4,000 ($1,000 + $3,000) SUMMARY ➢ Properties not included in 2014 HBRP Contribution Agreement ➢ Parcel 322 purchase o Not required in originally approved schematic o Design changes subsequently added loop ramp o Additional right of way (ROW) now needed ■ Comprehensive Development Agreement (CDA) • Between TxDOT and Developer (Flatiron Dragados, LLC) • Developer purchase additional ROW from property owner (City) • On behalf of TxDOT ➢ Parcel 321(AC) access denial o Due to TxDOT roadway design standards ■ Requires access control off of highway onto frontage roads PRIOR COUNCIL ACTION ➢ December 16, 2014— City Council approved Ordinance authorizing execution of Contribution Agreement FINANCIAL CONSIDERATIONS ➢ None ALTERNATIVES ➢ Authorize execution of both documents SUPPORTING DOCUMENTS ➢ Item Details ➢ Ordinance ➢ Location Map ➢ Presentation ➢ Agreements (4) FUTURE ACTIONS ➢ None Project No.E15101 SM/ASG Rev.2—04/24/18 Item Details Legistar # 18-0422 Release and Relinquishment of Access Rights to Highway Facility Agreement, Deed, and Two "Possession and Use Agreement for Transportation Purposes" Agreements — Harbor Bridge Replacement Project Council Meeting Dates: Item Being Considered: Future Item — May 8, 2018 Ordinance Action Item — May 15, 2018 RECOMMENDATION: Authorize conveyance of City property to the Texas Department of Transportation (TxDOT) for Parcel 322 (0.2076 acres of Lot 1, Lot 7 and Lot 8, Block 1 of Craven Heights)for an amount of$29,494.00; and Parcel 321(AC) (access denial at 1208 Peabody Avenue) for an amount of$4,000. SUMMARY: Parcel 322 is part of the remaining portion of a parcel of land that was transferred to TxDOT in 2014 as a credit towards the City's contribution to the HBRP. It is located at 702 Martin Luther King Drive (near Coke St). The subject Parcel, 0.2076 acres or 9,045 square feet, was not contributed because it was not needed based on the schematic approved at that time. It is now needed for the project because of design changes in which loop ramps were added to the schematic. Under the terms of the Comprehensive Development Agreement (CDA) between TxDOT and the Developer, after the original schematic was approved, the Developer (Flatiron Dragados, LLC) is required to purchase directly from the owner on behalf of TxDOT, properties needed for additional right of way. The City has accepted an appraised value of$26,494.00 for the subject property. A transfer of Deed and execution of a "Possession and Use Agreement for Transportation Purposes" for a consideration of$3,000 are required for this Parcel. (Total $29,494) Parcel 321(AC) is a small triangle of park land at the intersection of Peabody Avenue and Noakes St. Approximately 132.34 linear feet of the triangle along the new frontage road is adjacent to a new IH-37 exit ramp. TxDOT roadway design standards require access control off of highways onto frontage roads and the City must relinquish access rights to that section. Execution of a "Release and Relinquishment of Access Rights to Highway Facility" for a consideration of $1,000; and a "Possession and Use Agreement for Transportation Purposes with Additional Payment of Independent Consideration" for a consideration of$3,000 with TxDOT. (Total $4,000) PREVIOUS COUNCIL / BOARD ACTIONS: December 16, 2014—Council approved Ordinance authorizing execution of Contribution Agreement with TxDOT for Harbor Bridge Replacement Project for certain properties. Project No. E15101 1 SM/ASG Rev. 1—04/24/18 2 v SCALE: N.T.S. AERIAL FLOWN 04-26-05 Q �O.q�Fs PROPOSED ACCESS DENIAL PARCEL - 321(AC) �, 2 132.34 FT AO C� 321 v MARTIN LUTHER KING IH-37 O o o'o 7ame 218. N SCALE: N.T.S. PROPOSED ACQUISITION �j AERIAL FLOWN 04-26-05 PARCEL - 322 9045 SF .2076 ACRE Gp`�� WINNEBAGO w Q 322 Z J w 0 > 0-1 W m J U LEGEND MARTIN LUTHER KING ® PROPOSED ACQUISITION ACCESS DENIAL NORTH IH-37 a PREVIOUS CONVEYED IN CONTRIBUTION AGREEMENT DECEMBER 2014 NEW HARBOR BRIDGE ACCESS DENIAL - PARCEL 321 (AC) CITY COUNCIL EXHIBIT NEW HARBOR BRIDGE ACQUISITION - PARCEL 322 CITY OF CORPUS CHRISTI,TEXAS DEPARTMENT OF STREET OPERATIONS LOCATION MAP - PAGE: 2 OF 2 � Corpus Chr sti Engineering Harbor Bridge Replacement Project Parcel 322 & Parcel 321(AC) Council Presentation May 8, 2018 Project Locations Corpus*Ch,sti Engineering PROPOSED ACQUI51-PION I .11 o xsi — 9056 SF.30]6 HXi nE5 F 'N�I PROPOSED ACCESS DENIAL PPRta-321(AC) �CJl KU 133 J1 R / 2 wwm � NA- orec l'V 2 Project Vicinities OL Corpus*Ch,sti Engineering it N SCALE.VI.S. PROPOSED ACCESS DENIAL — PARCEL-32L(AC) 2 JI 131.34 7 h� MARTIN LUTHER KING IH-37 r, N SCALE.VIS. ;7c-)777 AEFNL FL- PA L-OA-26-Ou `4 — .._,, LEGEND MARTIN LUTHER KING ®�Zl.eo zlc�ussav �NFNIAI NORTH IH-37 ®PRNIO11 co1VEYEo N CONTiICO110V (- Project Scope C* "�;7 Corpus Ch,sti Engineering ➢ Parcel 322 • Located at 702 Martin Luther King Drive (near Coke St) • Approximately 0.2076 acres (9,045 square feet) • Harbor Bride design changes (loop ramps) required additional ROW • Total $29,494 ➢ Parcel 321(AC) • Located along Martin Luther King Dr. @ Peabody Avenue & Noakes • Approximately 132.34 linear feet adjacent to IH-37 exit ramp • TxDOT roadway design standards ✓ Requires access control off of highway onto frontage road • Total $4,000 Ordinance authorizing conveyance of City property to Texas Department of Transportation for the following parcels: Parcel 322 — 0.2076 acres of Lot 1, Lot 7 and Lot 8, Block 1 of Craven Heights - $29,494.00 Parcel 321(AC) — access denial at 1208 Peabody Avenue - $4,000 Whereas, Texas Transportation Code Section 203.055 provides that upon the request of Texas Department of Transportation (TXDOT), a political subdivision is authorized to convey property that may be necessary or appropriate to accomplish TXDOT's purposes; and Whereas, TXDOT is acquiring property in conjunction with the US 181 Harbor Bridge Replacement Project. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The City Manager or designee is authorized to execute a Deed to convey to TXDOT 0.2076 acres of Lot 1, Lot 7 and Lot 8, Block 1 of Craven Heights (Parcel 322) in exchange for $26,494. SECTION 2. The City Manager of designee is authorized to execute a Release and Relinquishment of Access Rights to Highway Facility to release access rights to 132.34 linear feet of right of way located at 1208 Peabody Avenue (Parcel 321(AC)) in exchange for $1 ,000. SECTION 3. The City Manager or designee is authorized to execute two Possession and Use Agreements for Transportation Purposes with Additional Payment of Independent Consideration valued at $3,000 each for a total of $6,000. SECTION 4. The City Manager or designee is authorized to execute all closing instruments and other documents in furtherance of the conveyance of Parcels 322 and 321(AC) to TXDOT. 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 Everett Roy Paulette Guajardo Lucy Rubio Michael Hunter Greg Smith 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 Everett Roy Paulette Guajardo Lucy Rubio Michael Hunter Greg Smith Debbie Lindsey-Opel PASSED AND APPROVED on this the day of , 2018. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor Notice of Confidentiality Rights: If you are a natural person,you may remove or strike any of the following information from this instrument before it is filed for record in the public records: your Social Security Number or your Driver's License Number. A Form ROW-N-13 (Rev.06/12) Page 1 of 3 RELEASE AND RELINQUISHMENT OF ACCESS RIGHTS TO HIGHWAY FACILITY STATE OF TEXAS § ROW CSJ: 0101-06-109 COUNTY OF NUECES § WHEREAS,the Texas Transportation Commission has been authorized under the Texas Transportation Code to purchase land and such other property rights (including requesting that counties and municipalities acquire highway right of way) deemed necessary and convenient to a state highway or turnpike project to be constructed,reconstructed, maintained, widened, straightened, or extended, or to accomplish any other purpose related to the location, construction, improvement, maintenance, beautification, preservation, or operation of a state highway or turnpike project, and including the acquisition of such other property rights deemed necessary for the purposes of operating a designated state highway or turnpike project, with control of access as necessary to facilitate the flow of traffic and promote the public safety and welfare on both non-controlled access facilities, as well as facilitating the construction, maintenance and operation of designated controlled access highways and turnpike projects; and WHEREAS,the undersigned are the owners of all that certain tract,piece and parcel of land known and described in Exhibit"A" which is attached hereto and incorporated herein for any and all purposes; and WHEREAS, said land which is described in said Exhibit "A" being adjacent to and abutting upon the North side(s) of an existing public way known and designated as Interstate Highway 37; and WHEREAS,it has been deemed necessary by the Texas Transportation Commission to secure a release and relinquishment of all or a portion of the owners' abutter's rights of ingress and egress and the right of direct access to and from the said tract described in said Exhibit"A" to said Highway; NOW,THEREFORE,KNOW ALL MEN BY THESE PRESENTS: That, City of Corpus Christi, a Texas Municipal Corporation of the County of Nueces, State of Texas, hereinafter referred to as Owners, whether one or more, for and in consideration of the sum of One Thousand and NO/100 Dollars ($1,000.00) and other good and valuable consideration in hand paid by the State of Texas, acting herein by and through the Texas Transportation Commission,the receipt of which is hereby acknowledged,have waived, released and relinquished and by these presents do waive, release and relinquish forever unto the State of Texas all of Owners' abutter's rights which have accrued or might otherwise accrue to Owners,their heirs, successors and assigns, including rights of ingress and egress and the right of direct access to and from the said tract of * N1 3* Form ROW-N-13 (Rev.06/12) Page 2 of 2 land which is described in said Exhibit"A" to said Highway along the right of way line(s) of said highway between those points, as more specifically described in Exhibit "B" attached hereto and incorporated herein for any and all purposes. IN WITNESS WHEREOF,this instrument is executed on this the day of 12018. GRANTOR: City of Corpus Christi,a Texas Municipal Corporation BY: Valerie H.Gray,P.E. Executive Director of Public Works Corporate Acknowledgment State of Texas County of Nueces This instrument was acknowledged before me on 12018,by Valerie H. Gray, P.E., as Executive Director of Public Works of the City of Corpus Christi, Texas, a Texas municipal corporation,on behalf of said corporation. Notary Public in and for the State of Texas APPROVED AS TO LEGAL FORM, THIS DAY OF , 2018. FOR THE CITY ATTORNEY By: Assistant City Attorney CITY LEGAL DEPARTMENT EXHIBIT "A" A tract of land, situated in the Enriquez Villareal Survey, Abstract Number 1,Nueces County, Texas,being Lot 1, Block 40 of the Hillcrest Addition as described in a document for the City of Corpus Christi and recorded in Document No. 2003035790, Official Public Records,Nueces County, Texas (O.P.R.N.C.T.) dated July 9, 2003 and shown by plat thereof, recorded in Volume 62, Pages 175,Map Records,Nueces County, Texas (M.R.N.C.T.), dated February 21, 2003. EXHIBIT"S' County: Nueces Page 1 of 3 Highway: US 181 Dated: July 10,2017 RCSJ: 0101-06-109 Revised:August 4, 2017 Project Limits: From Beach Avenue To Morgan Avenue at Crosstown Expressway Property Description for Parcel 321(AC) Being a description of an "Access Denial Line" delineating an access of denial to the transportation facility from the abutting property along the common boundary of Interstate Highway 37 to a portion of a tract of land, situated in the Enriquez Villareal Survey, Abstract Number 1, Nueces County, Texas, being Lot 1, Block 40 of the Hillcrest Addition as described in a document for the City of Corpus Christi and recorded in Document No. 2003035790, Official Public Records,Nueces County, Texas(O.P.R.N.C.T.) dated July 9, 2003 and shown by plat thereof, recorded in Volume 62, Pages 175, Map Records, Nueces County, Texas (M.R.N.C.T.), dated February 21, 2003. Metes and bounds description of said "Access Denial Lane" is as follows: BEGINNING at a 5/8 inch diameter iron rod with 2 inch aluminum cap stamped"Access Denial Point" set on the South line of said City of Corpus Christi tract, also being on the existing North right-of-way of Interstate Highway 37 (variable width right-of-way), said 5/8 inch diameter iron rod with 2 inch aluminum cap stamped "Access Denial Point" being 210.01 feet right of Engineer's Baseline Station 53+93.70, and having State Plane Coordinates of N=17,180,665.09, E=1,334,196.31, from which a TxDOT TY II concrete monument found bears South 89 deg. 21 min. 28 sec. East, a distance of 77.51 feet for the Southeast corner of said City of Corpus Christi tract also being at the intersection of the existing South right-of-way of Noakes Street (50 foot right-of-way) and the existing North right-of-way of Interstate Highway 37 (variable width right- of-way), said 5/8 inch diameter iron rod with 2 inch aluminum cap stamped "Access Denial Point" being the East end of said"Access Denial Line"; (1) THENCE, North 89 deg. 21 min. 28 sec. West, along said "Access Denial Line", the existing North right-of-way line of Interstate Highway 37 and the South line of said City of Corpus Christi tract a distance of 132.34 feet to a TxDOT Type II concrete monument found for the West end of this "Access Denial Line", said monument being 210.09 feet right of the Engineer's Baseline Station 55+26.04, and having State Plane Coordinates of N=17,180,666.57, E=1,334,063.98. The total length of the herein described "Access Denial Line"being 132.34 feet. EXHIBIT County: Nueces Page 2 of 3 Highway: US 181 Dated:July 10,2017 RCSJ: 0101-06-109 Revised: August 4, 2017 Project Limits: From Beach Avenue To Morgan Avenue at Crosstown Expressway Property Description for Parcel 321(AC) All bearings and coordinates are based on the Texas Coordinate System, South Zone (4205), NAD 1983 (93). Due to the combined surface adjustment factor of 1.00000 the distances and coordinate values of surface and grid are equal.All distances are based on U.S. Survey Feet. Access is prohibited across the "Access Denial Line" to the transportation facility from the adjacent property, in areas where access if not specifically denied as shown or described hereon access may be permitted in accordance with Access Management Manual guidelines. A parcel plat of even date was prepared in conjunction with this property description. This survey was performed on the ground under my supervision during February, 2017. T 522 �w® Z4 �—~— Aenme L. Galvan Registered Professional Land Surveyor 9-4®(Y7 License No. 5229, State of Texas CivilCorp, LLC -4611 E.Airline Suite#300,Victoria, Texas 77904 361-570-7500 Texas Firm Registration No. 100576-00 uj U 06 O XTw 04 :;.Oil w" _Jzz; 0 OD z 2 in in 0.Z) uj W050. 0 V) z omm 1-1)V)L� _j n ZOIJ V, aw M CS, , a w Wald 7 . a. VI 9 DAMC M 3:".x w '64 z -Oafi sz OW " I—R-5 C.,0 Z5 I w <1 > C, 0 Z M it cr 0=0 S dV M, C; jZ 'z QQ Q I- M-1. 1 ow g Ln:3 ul do Zz-1, >1 W Mw .0 ow.0 wpppOMIX,--m M� -0-0 ow C.V* 3 g tim,42n IDZ=) ..=Uw Ln L" > _j Z I > 0, HM MR.- H,ii-I n W W,u M i"w J wo CL =2 a 0 < GAm O% V. i 01= wocr Z jw o® c; >'W-JUI cam m w =Z w wow o8owwwwo � 2 a s zw Z;�o WL�mw z w" p . OM 0122M�V!Ngu ==(r w z 0. _Ujox ui wy cue CL Up. im o0 O cr W Lm Ot JQ at A, 03 bc ir M Cr (j do In, CD W Lncm-" Q��& S) Q) 41- _j _j C)s< F. .-tow N In JCO CaLaz ON o fn -C IL 0 oo CC 10 Q: ID iz ZOE -q Wco IN ow W_ M:3 X=Wwo �Oomo� --=Zx z x ra 40 awisa:SW 4n� .< WW U)o �tw 0;-fj w x W u cc M M cc ELM Form ROW-N-PUAIC (Rev.04/17) Texas Page 1 of 5 Department of i'ransportation POSSESSION AND USE AGREEMENT FOR TRANSPORTATION PURPOSES WITH ADDITIONAL PAYMENT OF INDEPENDENT CONSIDERATION STATE OF TEXAS § ROW CSJ: 0101-06-109 § Parcel No.: 321(AC) COUNTY OF NUECES § Project No.: HP:X597(1) This Possession and Use Agreement For Transportation Purposes (the"Agreement")between the State of Texas, acting by and through the Texas Department of Transportation (the "State"), and City of Corpus Christi, a Texas Municipal Corporation (the "Grantor" whether one or more), grants to the State, its contractors, agents and all others deemed necessary by the State, an irrevocable right to possession and use of the Grantor's property for the purpose of constructing a portion of US 181 (the "Highway Construction Project"). The property subject to this Agreement is described more fully in field notes and plat map (attached as "Exhibit A" and "Exhibit B") and made a part of this Agreement by reference (the "Property"). 1. For the consideration paid by the State which is set forth in Paragraphs 2 and 3 below, the receipt and sufficiency of which is acknowledged, the Grantor grants, bargains, sells and conveys to the State of Texas the right of entry and exclusive possession and use of the Property for the purpose of constructing a highway and appurtenances thereto and the right to remove any improvements. Authorized activities include surveying, inspection, environmental studies, archeological studies, clearing, demolition, construction of permanent improvements, relocating, replacing, and improving existing utility facilities, locating new utility facilities, and other work required to be performed in connection with the Highway Construction Project. This Possession and Use Agreement will extend to the State, its contractors and assigns, owners of any existing utilities on the Property and those which may be lawfully permitted on the Property by the State in the future, and all others deemed necessary by the State for the purpose of the Highway Construction Project. This grant will allow the construction, relocation, replacement, repair, improvement, operation and maintenance of utilities on the Property. 2. In full consideration for this irrevocable grant of possession and use and other Grantor covenants, warranties, and obligations under this Agreement, the State will tender to the Grantor the sum of Zero Dollars ($0.00). The Grantor agrees that this sum represents adequate and full compensation for the possession and use of the Property. The State will be entitled to take possession and use of the Property upon tender of payment. The parties agree that the sum tendered represents 0 percent of the State's approved value, which assumes no adverse environmental conditions affecting the value of the Property. The approved value is the State's determination of the just compensation owed to the Grantor for the real property interest to be acquired by the State in the Property, encumbered with the improvements thereon, if any, and damages to the remainder, if any, save and except all oil, gas and sulphur. The parties agree that the sum tendered to Grantor will be deducted from any final settlement amount, Special Commissioners' award or court judgment. In the event the amount of the final settlement or judgment for acquisition of the Property is less than the amount the State has paid for the possession and use of the Property, then the Grantor agrees that the original amount tendered represents an overpayment for the difference and, upon written notice from the State, the Grantor will Form ROW-N-PUAIC (Rev.04/17) Page 2 of 5 promptly refund the overpayment to the State. 3. As additional consideration, the State will tender to the Grantor the sum of Three Thousand and No/100 Dollars ($3,000.00), the receipt and sufficiency of which is acknowledged. The parties agree that the sum tendered under this Paragraph 3: (i) is independent consideration for the possession and use of Grantor's Property and represents no part of the State's compensation to be paid for the anticipated purchase of the Property; and (ii) will not be refunded to the State upon any acquisition of the Property by the State. 4. The effective date of this Agreement will be the date on which payment pursuant to Paragraphs 2 and 3 above was tendered to the Grantor by the State, or disbursed to the Grantor by a title company acting as escrow agent for the transaction, (the "Effective Date"). 5. The Grantor warrants and represents that the title to the Property is free and clear of all liens and encumbrances or that proper releases will be executed for the Property prior to funds being disbursed under this Agreement. The Grantor further warrants that no other person or entity owns an interest in the fee title to the Property and further agrees to indemnify the State from all unreleased or undisclosed liens, claims or encumbrances affecting the Property. 6. The parties agree that the valuation date for determining the amount of just compensation for the real property interest proposed to be acquired by the State in the Property, for negotiation or eminent domain proceeding purposes,will be the Effective Date of this Agreement. 7. This Agreement is made with the understanding that the State will continue to proceed with acquisition of a real property interest in the Property. The Grantor reserves all rights of compensation for the title and interest in and to the Property which the Grantor holds as of the time immediately prior to the Effective Date of this Agreement. This Agreement shall in no way prejudice the Grantor's rights to receive full and just compensation as allowed by law for all of the Grantor's interests in and to the Property to be acquired by the State, encumbered with the improvements thereon,if any, and damages, if any, to the remainder of the Grantor's interest in any larger tract of which the Property is a part(the "Remainder"), if any; all as the Property exists on the Effective Date of this Agreement. The State's removal or construction of improvements on the Property shall in no way affect the fair market value of the Property in determining compensation due to the Grantor in the eminent domain proceedings. There will be no project impact upon the appraised value of the Property. This grant will not prejudice the Grantor's rights to any relocation benefits for which Grantor may be eligible. 8. In the event the State institutes or has instituted eminent domain proceedings, the State will not be liable to the Grantor for interest upon any award or judgment as a result of such proceedings for any period of time prior to the date of the award. Payment of any interest may be deferred by the State until entry of judgment. 9. The purpose of this Agreement is to allow the State to proceed with its Highway Construction Project without delay and to allow the Grantor to have the use at this time of a percentage of the estimated compensation for the State's acquisition of a real property interest in the Property. The Grantor expressly acknowledges that the proposed Highway Construction Project is for a valid public use and voluntarily waives any right the Grantor has or may have, known or unknown, to contest the jurisdiction of the court in any condemnation proceeding for acquisition of the Property related to the Form ROW-N-PUAIC (Rev.04/17) Page 3 of 5 Highway Construction Project, based upon claims that the condemning authority has no authority to acquire the Property through eminent domain, has no valid public use for the Property, or that acquisition of the Property is not necessary for the public use. 10. The Grantor reserves all of the oil, gas and sulphur in and under the land herein conveyed but waives all right of ingress and egress to the surface for the purpose of exploring, developing, mining or drilling. The extraction of oil, gas and minerals may not affect the geological stability of the surface. Nothing in this reservation will affect the title and rights of the State to take and use all other minerals and materials thereon, and thereunder. 11. The undersigned Grantor agrees to pay as they become due, all ad valorem property taxes and special assessments assessed against Property, including prorated taxes for the year in which the State takes title to the Property. 12.Notwithstanding the acquisition of right of possession to the Property by the State in a condemnation proceeding by depositing the Special Commissioners' award into the registry of the court, less any amounts tendered to the Grantor pursuant to Paragraph 2 above, this Agreement shall continue to remain in effect until the State acquires title to the Property either by negotiation, settlement, or final courtjudgment. 13. This Agreement will also extend to and bind the heirs, devisees, executors, administrators, legal representatives, successors in interest and assigns of the parties. 14. It is agreed the State will record this document. 15. Other conditions: None. To have and to hold the Agreement herein described and conveyed, together with all the rights and appurtenances belonging to the State of Texas and its assigns forever, for the purposes and subject to the limitations set forth above. GRANTOR: City of Corpus Christi, a Texas Municipal Corporation BY: Valerie H.Gray,P.E. Executive Director of Public Works Form ROW-N-PUAIC (Rev.04/17) Page 4 of 5 Corporate Acknowledgment State of Texas County of Nueces This instrument was acknowledged before me on 12018,by Valerie H. Gray, P.E., as Executive Director of Public Works of the City of Corpus Christi, Texas, a Texas Municipal Corporation,on behalf of said corporation. Notary Public in and for the State of Texas APPROVED AS TO LEGAL FORM, THIS DAY OF 52018. FOR THE CITY ATTORNEY By: Assistant City Attorney CITY LEGAL DEPARTMENT Form ROW-N-PUAIC (Rev.04/17) Page 5 of 5 THE STATE OF TEXAS Executed by and approved for the Texas Transportation Commission for the purpose and effect of activating and/or carrying out the orders, established policies or work programs heretofore approved and authorized by the Texas Transportation Commission. By: Gabriel Lopez,Right of Way Supervisor Date: EXHIBIT "A" A tract of land, situated in the Enriquez Villareal Survey, Abstract Number 1,Nueces County, Texas,being Lot 1, Block 40 of the Hillcrest Addition as described in a document for the City of Corpus Christi and recorded in Document No. 2003035790, Official Public Records,Nueces County, Texas (O.P.R.N.C.T.) dated July 9, 2003 and shown by plat thereof, recorded in Volume 62, Pages 175,Map Records,Nueces County, Texas (M.R.N.C.T.), dated February 21, 2003. EXHIBIT"S' County: Nueces Page 1 of 3 Highway: US 181 Dated: July 10,2017 RCSJ: 0101-06-109 Revised:August 4, 2017 Project Limits: From Beach Avenue To Morgan Avenue at Crosstown Expressway Property Description for Parcel 321(AC) Being a description of an "Access Denial Line" delineating an access of denial to the transportation facility from the abutting property along the common boundary of Interstate Highway 37 to a portion of a tract of land, situated in the Enriquez Villareal Survey, Abstract Number 1, Nueces County, Texas, being Lot 1, Block 40 of the Hillcrest Addition as described in a document for the City of Corpus Christi and recorded in Document No. 2003035790, Official Public Records,Nueces County, Texas(O.P.R.N.C.T.) dated July 9, 2003 and shown by plat thereof, recorded in Volume 62, Pages 175, Map Records, Nueces County, Texas (M.R.N.C.T.), dated February 21, 2003. Metes and bounds description of said "Access Denial Lane" is as follows: BEGINNING at a 5/8 inch diameter iron rod with 2 inch aluminum cap stamped"Access Denial Point" set on the South line of said City of Corpus Christi tract, also being on the existing North right-of-way of Interstate Highway 37 (variable width right-of-way), said 5/8 inch diameter iron rod with 2 inch aluminum cap stamped "Access Denial Point" being 210.01 feet right of Engineer's Baseline Station 53+93.70, and having State Plane Coordinates of N=17,180,665.09, E=1,334,196.31, from which a TxDOT TY II concrete monument found bears South 89 deg. 21 min. 28 sec. East, a distance of 77.51 feet for the Southeast corner of said City of Corpus Christi tract also being at the intersection of the existing South right-of-way of Noakes Street (50 foot right-of-way) and the existing North right-of-way of Interstate Highway 37 (variable width right- of-way), said 5/8 inch diameter iron rod with 2 inch aluminum cap stamped "Access Denial Point" being the East end of said"Access Denial Line"; (1) THENCE, North 89 deg. 21 min. 28 sec. West, along said "Access Denial Line", the existing North right-of-way line of Interstate Highway 37 and the South line of said City of Corpus Christi tract a distance of 132.34 feet to a TxDOT Type II concrete monument found for the West end of this "Access Denial Line", said monument being 210.09 feet right of the Engineer's Baseline Station 55+26.04, and having State Plane Coordinates of N=17,180,666.57, E=1,334,063.98. The total length of the herein described "Access Denial Line"being 132.34 feet. EXHIBIT County: Nueces Page 2 of 3 Highway: US 181 Dated:July 10,2017 RCSJ: 0101-06-109 Revised: August 4, 2017 Project Limits: From Beach Avenue To Morgan Avenue at Crosstown Expressway Property Description for Parcel 321(AC) All bearings and coordinates are based on the Texas Coordinate System, South Zone (4205), NAD 1983 (93). Due to the combined surface adjustment factor of 1.00000 the distances and coordinate values of surface and grid are equal.All distances are based on U.S. Survey Feet. Access is prohibited across the "Access Denial Line" to the transportation facility from the adjacent property, in areas where access if not specifically denied as shown or described hereon access may be permitted in accordance with Access Management Manual guidelines. A parcel plat of even date was prepared in conjunction with this property description. This survey was performed on the ground under my supervision during February, 2017. T 522 �w® Z4 �—~— Aenme L. Galvan Registered Professional Land Surveyor 9-4®(Y7 License No. 5229, State of Texas CivilCorp, LLC -4611 E.Airline Suite#300,Victoria, Texas 77904 361-570-7500 Texas Firm Registration No. 100576-00 uj U 06 O XTw 04 :;.Oil w" _Jzz; 0 OD z 2 in in 0.Z) uj W050. 0 V) z omm 1-1)V)L� _j n ZOIJ V, aw M CS, , a w Wald 7 . a. VI 9 DAMC M 3:".x w '64 z -Oafi sz OW " I—R-5 C.,0 Z5 I w <1 > C, 0 Z M it cr 0=0 S dV M, C; jZ 'z QQ Q I- M-1. 1 ow g Ln:3 ul do Zz-1, >1 W Mw .0 ow.0 wpppOMIX,--m M� -0-0 ow C.V* 3 g tim,42n IDZ=) ..=Uw Ln L" > _j Z I > 0, HM MR.- H,ii-I n W W,u M i"w J wo CL =2 a 0 < GAm O% V. i 01= wocr Z jw o® c; >'W-JUI cam m w =Z w wow o8owwwwo � 2 a s zw Z;�o WL�mw z w" p . OM 0122M�V!Ngu ==(r w z 0. _Ujox ui wy cue CL Up. im o0 O cr W Lm Ot JQ at A, 03 bc ir M Cr (j do In, CD W Lncm-" Q��& S) Q) 41- _j _j C)s< F. .-tow N In JCO CaLaz ON o fn -C IL 0 oo CC 10 Q: ID iz ZOE -q Wco IN ow W_ M:3 X=Wwo �Oomo� --=Zx z x ra 40 awisa:SW 4n� .< WW U)o �tw 0;-fj w x W u cc M M cc ELM Notice of Confidentiality Rights: If you are a natural person,you may remove or strike any of the following information from this instrument before it is filed for record in the public records: your Social Security Number or your Driver's License Number. 10 Form ROW-N-14 (Rev.07/13) Page 1 of 3 DEED TxDOT ROW CSJ: 0101-06-109 TxDOT Parcel No.: 322 Grantor(s),whether one or more: City of Corpus Christi,a Texas Municipal Corporation Grantor's Mailing Address(including county): Attn: Joe McComb,Mayor P.O.Box 9277 Corpus Christi,Texas 78469 Nueces County Grantee: The State of Texas,acting by and through the Texas Transportation Commission Grantee's Authority: The Texas Transportation Commission is authorized under the Texas Transportation Code to purchase land and such other property rights(including requesting that counties and municipalities acquire highway right of way)deemed necessary or convenient to a state highway or turnpike project to be constructed,reconstructed, maintained, widened, straightened, or extended, or to accomplish any purpose related to the location, construction, improvement, maintenance, beautification, preservation, or operation of a state highway or turnpike project. The Texas Transportation Commission is also authorized under the Texas Transportation Code,Chapter 203 to acquire or request to be acquired such other property rights deemed necessary or convenient for the purposes of operating a state highway or turnpike project, with control of access as necessary to facilitate the flow of traffic and promote the public safety and welfare on both non-controlled facilities and designated controlled access highways and turnpike projects. Grantee's Mailing Address(including county): Texas Department of Transportation 125 East 11th Street Austin,Texas 78701 Travis County * N1 4* Form ROW-N-14 (Rev.07/13) Page 2 of 3 Consideration: The sum of TWENTY-SIX THOUSAND FOUR HUNDRED NINETY-FOUR and no/100 Dollars ($26,494.00)to Grantor in hand paid by Grantee,receipt of which is hereby acknowledged,and for which no lien is retained,either expressed or implied. Property: All of that certain tract or parcel of land in Nueces County, Texas, being more particularly described in the attached Exhibit A(the"Property'). Reservations from and Exceptions to Conveyance and Warranty: This conveyance is made by Grantor and accepted by Grantee subject to the following: 1. Visible and apparent easements not appearing of record. 2. Any discrepancies, conflicts, or shortages in area or boundary lines or any encroachments or any overlapping of improvements which a current survey would show. 3. Easements,restrictions,reservations,covenants,conditions,oil and gas leases,mineral severances, and encumbrances for taxes and assessments(other than liens and conveyances)presently of record in the Official Public Records of Nueces County, Texas, that affect the property, but only to the extent that said items are still valid and in force and effect at this time. Grantor reserves all of the oil, gas, sulfur in and under the Property but waives all rights of ingress and egress to the surface thereof for the purpose of exploring,developing,mining or drilling for same;however, nothing in this reservation shall affect the title and rights of the Grantee,its successors and assigns,to take and use all other minerals and materials thereon,therein and thereunder. Grantor is retaining title to the following improvements ("Retained Improvements") located on the Property,to wit:None Access on and off Grantor's remaining property to and from the State highway facility shall be permitted except to the extent that such access is expressly prohibited by the provisions set out in Exhibit "A". Grantor acknowledges that such access on and off the State highway facility is subject to regulation as may be determined by the Texas Department of Transportation to be necessary in the interest of public safety or by applicable local municipal or county zoning,platting or permitting requirements. GRANTOR, for the Consideration and subject to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty,grants,sells and conveys to Grantee the Property,together with all and singular the rights and appurtenances thereto in anywise belonging, to have and to hold it to Grantee and Grantee's successors and assigns forever. Grantor binds Grantor and Grantor's heirs,successors and assigns to Warrant and Forever Defend all and singular the Property to Grantee and Grantee's successors and assigns against every person whomsoever lawfully claiming or to the claim the same or any part thereof, except as to the Reservations from Conveyance and the Exceptions to Conveyance and Warranty. Form ROW-N-14 (Rev.07113) Page 3 of 3 EXECUTED on the date(s)of acknowledgement indicated below. GRANTOR: City of Corpus Christi,a Texas Municipal Corporation BY: Valerie H.Gray,P.E. Executive Director of Public Works Corporate Acknowledgment State of Texas County of Nueces This instrument was acknowledged before me on 12018,by Valerie H. Gray, P.E., as Executive Director of Public Works of the City of Corpus Christi, Texas, a Texas municipal corporation,on behalf of said corporation. Notary Public in and for the State of Texas APPROVED AS TO LEGAL FORM, THIS DAY OF , 2018. FOR THE CITY ATTORNEY By: Assistant City Attorney CITY LEGAL DEPARTMENT Nr�) EXHIBIT"A" County: Nueces Page 1 of 4 Highway: US 181 Dated:October 26,2017 RCSJ: 0101-06-109 Project Limits: From Beach Avenue To Morgan Avenue at Crosstown Expressway Property Description for Parcel 322 Being a 0.2076 acre (9,045 square feet)parcel of land, situated in the Enriquez Villareal Survey, Abstract Number 1,Nueces County, Texas, and being a portion of Lot 1, Lot 7 and Lot 8, Block 1, of the Craven Heights, as shown by plat thereof, recorded in Volume A, Page 7 of the Map Records of Nueces County, Texas (M.R.N.C.T.), and being the remainder of that certain tract of land described in Deed from Lafayette Hatch to the City of Corpus Christi, dated December 14, 1940, as recorded in Volume 2633, Page 455 of the Deed Records of Nueces County, Texas (D.R.N.C.T.), and also being the remainder of that certain tract of land described in Deed from Rose Graven to the City of Corpus Christi, dated December 13, 1940, as recorded in Volume 263, Page 534, (D.R.N.C.T.). Metes and bounds description of said 0.2076 acre parcel is as follows: 3EZ".1E TNdN at a TxDOT "Type II" concrete monument found for the northeast comer of the herein described 0.2076 acre parcel, ,said monument being the West corner of a tract of land conveyed to the State of Texas, as recorded in Document #2016005375 of the Official Public Records of Nueces County, Texas (O.P.RN.C.T.), and being in the South line of a tract of land conveyed to the State of Texas, as recorded in Document #2017022243, (O.P.R.N.C.T.), said monument also being 344.90 feet right of Engineer's Baseline Station 1157+57.19, and having State Plane Coordinates of N=17,180,845.54, E=1,336,881.05, from which a 5/8 inch diameter iron rod with plastic cap stamped"CDS/MUREY S.A. TX",bears South 89 deg. 32 min. 38 sec. East, a distance of 163.83 feet, found for an angle point in said State of Texas tract, Document #2016005375; (1) TI-1KNIC-E, South 50 deg. 21 min. 02 sec. West, along the southeast line of said City of Corpus Christi tract and the northwest line of said State of Texas tract, Document #2016005375, a distance of 187.61 feet to a point for an angle point of the herein described 0.2076 acre parcel; 1 r� EXHIBIT"A" County: Nueces Page 2 of 4 Highway; US 181 Dated: October 26,2017 RCSJ: 0101-06-109 Project Limits: From Beach Avenue To Morgan Avenue at Crosstown Expressway Property Description for Parcel 322 (2) T�:-ENCE, South 64 deg. 40 min. 08 sec. West, along the South line of said City of Corpus tract and the northwest line of said State of Texas tract, Document#2016005375, a distance of 3.72 feet to a point for the southwest corner of the herein described 0.2076 acre parcel, said point also being the West comer of said. State of Texas tract, Document #2016005375, and being in the in the existing East right-of-way line of Culberson Street (50 foot right-of-way), from which a 518 inch diameter iron rod with plastic cap stamped "CDSIMU1REY S.A. TX", bears South 00 deg. 43 min. 14 sec. West, a distance of 39.40 feet, found for the southwest corner of said State of Texas tract, and being at the intersection of the existing East right-of-way line of Culberson Street and the existing North right-of-way line of Interstate Highway 37 (variable width right-of-way); (3) " i NCI:,North 00 deg. 43 min. 14 sec. East, along the West line of said City of Corpus Christi tract and the existing East right-of-way line of Culberson Street, a distance of 122.48 feet a 518 inch diameter iron rod with plastic cap stamped "CDS/MUREY S.A. TX"found for the northwest comer of the herein described 0.2076 acre parcel, an being in the South line of said State of Texas tract, Document #2017022243, said iron rod also being at the intersection of the existing East right-of-way line of Culberson Street and the existing North right-of-way line of Culberson Street; (4) Tlb'5ENC, North 89 deg. 32 min. 38 sec. West, along the North line of said City of Corpus tract and the South line of said Housing Authority tract, a distance of 146.29 feet to the F 0"-N-1 C+BEGINI'i N+�, containing 0.2076 acres (9,045 square feet)of land. ST ) EXHIBIT"A" County: Nueces Page 3 of 4 Highway: US 181 Dated: October 26,2017 RCS7: 0101-06-109 Project Limits: From Beach Avenue To Morgan Avenue at Crosstown Expressway Property Description for Parcel 322 All bearings and coordinates are based on the Texas Coordinate System, South Zone (4205), NAD 1983 (93). Due to the combined surface adjustment factor of 1.00000 the distances and coordinate values of surface and grid are equal.All distances are based on U.S. Survey Feet. Access to and from the transportation facility in areas where access is not specifically denied hereon, may be permitted in accordance with Access Management Manual guidelines. A parcel plat of even date was prepared in conjunction with this property description. **The monument described and set in this call may be replaced with a TxDOT "Type II" right- of-way marker upon the completion of the highway construction project under the supervision of a Registered Professional Land Surveyor, either employed or retained by TxDOT. This survey was performed on the ground under my supervision during February, 2017. Q. . GLST�q'•�+ � ,r,.r•7 d4 !{ rY v. ._.r r '�•�'.r BENNIE L. GAL VAN Bennie L. Galvan ................................ Registered Professional Land Surveyor License No. 5229, State of Texas 9tio.,s"uR�� CivilCorp,LLC -4611 E. Airline Suite##300,Victoria,Texas 77904 361-570-7500 Texas Firm Registration No. 100576-00 - } Ego �. .w�,. ya/ xe w in Q o Zw.-f,�yN1 °TWO re Vl 1A U.Y rl .4. .a f�• Fes. � ,F- W YI �Pp1 � Y 1 Fc�Oi 7N VWON a :;i • p1�F- w - o N N N 1']N N i K fLL�u LL N 3•.yVIQ 1- -J WY...f D m 5 iC v +A s -� r an now Y11 t HFA 1,1 pL .a�yp 1• wriO a �sds � NN •-•" 4nil 47 "po1„�g"63ag r—rp $ � W l WY \3j,11 ���+ n 1.1•' 4 .+ p$7 y S 1yW 2�Zp_yyO�1V..Y..ii 1.� ■ xN L_S FZ �/N �C'�. _ �: L.J � = SIS w1; lipw Pw p1 ,w,yy J�.w".,�16611� 1111 W iWW W T •J - .L 1 LL N46. 4d• KPI, Wp(, 4�W4 k: 6— 8 i-- gg� J i_n W ss djj w .PS .i 0. i J—amlo � yF.-dry.,n 4�eT :U• �� CVown IY3 OOC�ILLo w fl�H `k:-i; (v ~ v. v1 L#+ ;d Z. Wil to L , is 1 w LULn W w � i ii Lz to •i, i ,� off+ � " i 9 �r` •�� � a �� •15rx3 Wow SWJSIX3 NOW a*UWVN--j 04 IMA "AVOW 1053 133LUS The property described above relates to a"whole"property acquisition, so that there is no remainder or remaining property owned by the Grantors that was originally out of or a part of the property described above. Therefore,there are no access rights retained or remaining in Grantors,their successors and assigns,out of or relating to the property described above. Form ROW-N-PUAIC (Rev.04/17) Texas Page 1 of 5 Department of i'ransportation POSSESSION AND USE AGREEMENT FOR TRANSPORTATION PURPOSES WITH ADDITIONAL PAYMENT OF INDEPENDENT CONSIDERATION STATE OF TEXAS § ROW CSJ: 0101-06-109 § Parcel No.: 322 COUNTY OF NUECES § Project No.: HP:X597(1) This Possession and Use Agreement For Transportation Purposes (the"Agreement")between the State of Texas, acting by and through the Texas Department of Transportation (the "State"), and City of Corpus Christi, a Texas Municipal Corporation (the "Grantor" whether one or more), grants to the State, its contractors, agents and all others deemed necessary by the State, an irrevocable right to possession and use of the Grantor's property for the purpose of constructing a portion of US 181 (the "Highway Construction Project"). The property subject to this Agreement is described more fully in field notes and plat map (attached as "Exhibit A" ) and made a part of this Agreement by reference (the "Property"). 1. For the consideration paid by the State which is set forth in Paragraphs 2 and 3 below, the receipt and sufficiency of which is acknowledged, the Grantor grants, bargains, sells and conveys to the State of Texas the right of entry and exclusive possession and use of the Property for the purpose of constructing a highway and appurtenances thereto and the right to remove any improvements. Authorized activities include surveying, inspection, environmental studies, archeological studies, clearing, demolition, construction of permanent improvements, relocating, replacing, and improving existing utility facilities, locating new utility facilities, and other work required to be performed in connection with the Highway Construction Project. This Possession and Use Agreement will extend to the State, its contractors and assigns, owners of any existing utilities on the Property and those which may be lawfully permitted on the Property by the State in the future, and all others deemed necessary by the State for the purpose of the Highway Construction Project. This grant will allow the construction, relocation, replacement, repair, improvement, operation and maintenance of utilities on the Property. 2. In full consideration for this irrevocable grant of possession and use and other Grantor covenants, warranties, and obligations under this Agreement, the State will tender to the Grantor the sum of Zero Dollars ($0.00). The Grantor agrees that this sum represents adequate and full compensation for the possession and use of the Property. The State will be entitled to take possession and use of the Property upon tender of payment. The parties agree that the sum tendered represents 0 percent of the State's approved value, which assumes no adverse environmental conditions affecting the value of the Property. The approved value is the State's determination of the just compensation owed to the Grantor for the real property interest to be acquired by the State in the Property, encumbered with the improvements thereon, if any, and damages to the remainder, if any, save and except all oil, gas and sulphur. The parties agree that the sum tendered to Grantor will be deducted from any final settlement amount, Special Commissioners' award or court judgment. In the event the amount of the final settlement or judgment for acquisition of the Property is less than the amount the State has paid for the possession and use of the Property, then the Grantor agrees that the original amount tendered represents an overpayment for the difference and, upon written notice from the State,the Grantor will promptly refund the overpayment to the State. Form ROW-N-PUAIC (Rev.04/17) Page 2 of 5 3. As additional consideration, the State will tender to the Grantor the sum of Three Thousand and No/100 Dollars ($3,000.00), the receipt and sufficiency of which is acknowledged. The parties agree that the sum tendered under this Paragraph 3: (i) is independent consideration for the possession and use of Grantor's Property and represents no part of the State's compensation to be paid for the anticipated purchase of the Property; and (ii) will not be refunded to the State upon any acquisition of the Property by the State. 4. The effective date of this Agreement will be the date on which payment pursuant to Paragraphs 2 and 3 above was tendered to the Grantor by the State, or disbursed to the Grantor by a title company acting as escrow agent for the transaction, (the "Effective Date"). 5. The Grantor warrants and represents that the title to the Property is free and clear of all liens and encumbrances or that proper releases will be executed for the Property prior to funds being disbursed under this Agreement. The Grantor further warrants that no other person or entity owns an interest in the fee title to the Property and further agrees to indemnify the State from all unreleased or undisclosed liens, claims or encumbrances affecting the Property. 6. The parties agree that the valuation date for determining the amount of just compensation for the real property interest proposed to be acquired by the State in the Property, for negotiation or eminent domain proceeding purposes, will be the Effective Date of this Agreement. 7. This Agreement is made with the understanding that the State will continue to proceed with acquisition of a real property interest in the Property. The Grantor reserves all rights of compensation for the title and interest in and to the Property which the Grantor holds as of the time immediately prior to the Effective Date of this Agreement. This Agreement shall in no way prejudice the Grantor's rights to receive full and just compensation as allowed by law for all of the Grantor's interests in and to the Property to be acquired by the State,encumbered with the improvements thereon,if any,and damages, if any, to the remainder of the Grantor's interest in any larger tract of which the Property is a part(the "Remainder"), if any; all as the Property exists on the Effective Date of this Agreement. The State's removal or construction of improvements on the Property shall in no way affect the fair market value of the Property in determining compensation due to the Grantor in the eminent domain proceedings. There will be no project impact upon the appraised value of the Property. This grant will not prejudice the Grantor's rights to any relocation benefits for which Grantor may be eligible. 8. In the event the State institutes or has instituted eminent domain proceedings, the State will not be liable to the Grantor for interest upon any award or judgment as a result of such proceedings for any period of time prior to the date of the award. Payment of any interest may be deferred by the State until entry of judgment. 9. The purpose of this Agreement is to allow the State to proceed with its Highway Construction Project without delay and to allow the Grantor to have the use at this time of a percentage of the estimated compensation for the State's acquisition of a real property interest in the Property. The Grantor expressly acknowledges that the proposed Highway Construction Project is for a valid public use and voluntarily waives any right the Grantor has or may have, known or unknown, to contest the jurisdiction of the court in any condemnation proceeding for acquisition of the Property related to the Highway Construction Project, based upon claims that the condemning authority has no authority to Form ROW-N-PUAIC (Rev.04/17) Page 3 of 5 acquire the Property through eminent domain, has no valid public use for the Property, or that acquisition of the Property is not necessary for the public use. 10. The Grantor reserves all of the oil, gas and sulphur in and under the land herein conveyed but waives all right of ingress and egress to the surface for the purpose of exploring, developing, mining or drilling. The extraction of oil, gas and minerals may not affect the geological stability of the surface. Nothing in this reservation will affect the title and rights of the State to take and use all other minerals and materials thereon, and thereunder. 11. The undersigned Grantor agrees to pay as they become due, all ad valorem property taxes and special assessments assessed against Property, including prorated taxes for the year in which the State takes title to the Property. 12. Notwithstanding the acquisition of right of possession to the Property by the State in a condemnation proceeding by depositing the Special Commissioners' award into the registry of the court, less any amounts tendered to the Grantor pursuant to Paragraph 2 above, this Agreement shall continue to remain in effect until the State acquires title to the Property either by negotiation, settlement, or final courtjudgment. 13. This Agreement will also extend to and bind the heirs, devisees, executors, administrators, legal representatives, successors in interest and assigns of the parties. 14. It is agreed the State will record this document. 15. Other conditions: None. To have and to hold the Agreement herein described and conveyed, together with all the rights and appurtenances belonging to the State of Texas and its assigns forever, for the purposes and subject to the limitations set forth above. GRANTOR: City of Corpus Christi, a Texas Municipal Corporation BY: Valerie H.Gray,P.E. Executive Director of Public Works Form ROW-N-PUAIC (Rev.04/17) Page 4 of 5 Corporate Acknowledgment State of Texas County of Nueces This instrument was acknowledged before me on , 2018,by Valerie H. Gray, P.E., as Executive Director of Public Works of the City of Corpus Christi, Texas, a Texas Municipal Corporation,on behalf of said corporation. Notary Public in and for the State of Texas APPROVED AS TO LEGAL FORM, THIS DAY OF , 2018. FOR THE CITY ATTORNEY By: Assistant City Attorney CITY LEGAL DEPARTMENT Form ROW-N-PUAIC (Rev.04/17) Page 5 of 5 THE STATE OF TEXAS Executed by and approved for the Texas Transportation Commission for the purpose and effect of activating and/or carrying out the orders, established policies or work programs heretofore approved and authorized by the Texas Transportation Commission. By: Gabriel Lopez,Right of Way Supervisor Date: Nr�) EXHIBIT"A" County: Nueces Page 1 of 4 Highway: US 181 Dated:October 26,2017 RCSJ: 0101-06-109 Project Limits: From Beach Avenue To Morgan Avenue at Crosstown Expressway Property Description for Parcel 322 Being a 0.2076 acre (9,045 square feet)parcel of land, situated in the Enriquez Villareal Survey, Abstract Number 1,Nueces County, Texas, and being a portion of Lot 1, Lot 7 and Lot 8, Block 1, of the Craven Heights, as shown by plat thereof, recorded in Volume A, Page 7 of the Map Records of Nueces County, Texas (M.R.N.C.T.), and being the remainder of that certain tract of land described in Deed from Lafayette Hatch to the City of Corpus Christi, dated December 14, 1940, as recorded in Volume 2633, Page 455 of the Deed Records of Nueces County, Texas (D.R.N.C.T.), and also being the remainder of that certain tract of land described in Deed from Rose Graven to the City of Corpus Christi, dated December 13, 1940, as recorded in Volume 263, Page 534, (D.R.N.C.T.). Metes and bounds description of said 0.2076 acre parcel is as follows: 3EZ".1E TNdN at a TxDOT "Type II" concrete monument found for the northeast comer of the herein described 0.2076 acre parcel, ,said monument being the West corner of a tract of land conveyed to the State of Texas, as recorded in Document #2016005375 of the Official Public Records of Nueces County, Texas (O.P.RN.C.T.), and being in the South line of a tract of land conveyed to the State of Texas, as recorded in Document #2017022243, (O.P.R.N.C.T.), said monument also being 344.90 feet right of Engineer's Baseline Station 1157+57.19, and having State Plane Coordinates of N=17,180,845.54, E=1,336,881.05, from which a 5/8 inch diameter iron rod with plastic cap stamped"CDS/MUREY S.A. TX",bears South 89 deg. 32 min. 38 sec. East, a distance of 163.83 feet, found for an angle point in said State of Texas tract, Document #2016005375; (1) TI-1KNIC-E, South 50 deg. 21 min. 02 sec. West, along the southeast line of said City of Corpus Christi tract and the northwest line of said State of Texas tract, Document #2016005375, a distance of 187.61 feet to a point for an angle point of the herein described 0.2076 acre parcel; 1 r� EXHIBIT"A" County: Nueces Page 2 of 4 Highway; US 181 Dated: October 26,2017 RCSJ: 0101-06-109 Project Limits: From Beach Avenue To Morgan Avenue at Crosstown Expressway Property Description for Parcel 322 (2) T�:-ENCE, South 64 deg. 40 min. 08 sec. West, along the South line of said City of Corpus tract and the northwest line of said State of Texas tract, Document#2016005375, a distance of 3.72 feet to a point for the southwest corner of the herein described 0.2076 acre parcel, said point also being the West comer of said. State of Texas tract, Document #2016005375, and being in the in the existing East right-of-way line of Culberson Street (50 foot right-of-way), from which a 518 inch diameter iron rod with plastic cap stamped "CDSIMU1REY S.A. TX", bears South 00 deg. 43 min. 14 sec. West, a distance of 39.40 feet, found for the southwest corner of said State of Texas tract, and being at the intersection of the existing East right-of-way line of Culberson Street and the existing North right-of-way line of Interstate Highway 37 (variable width right-of-way); (3) " i NCI:,North 00 deg. 43 min. 14 sec. East, along the West line of said City of Corpus Christi tract and the existing East right-of-way line of Culberson Street, a distance of 122.48 feet a 518 inch diameter iron rod with plastic cap stamped "CDS/MUREY S.A. TX"found for the northwest comer of the herein described 0.2076 acre parcel, an being in the South line of said State of Texas tract, Document #2017022243, said iron rod also being at the intersection of the existing East right-of-way line of Culberson Street and the existing North right-of-way line of Culberson Street; (4) Tlb'5ENC, North 89 deg. 32 min. 38 sec. West, along the North line of said City of Corpus tract and the South line of said Housing Authority tract, a distance of 146.29 feet to the F 0"-N-1 C+BEGINI'i N+�, containing 0.2076 acres (9,045 square feet)of land. ST ) EXHIBIT"A" County: Nueces Page 3 of 4 Highway: US 181 Dated: October 26,2017 RCS7: 0101-06-109 Project Limits: From Beach Avenue To Morgan Avenue at Crosstown Expressway Property Description for Parcel 322 All bearings and coordinates are based on the Texas Coordinate System, South Zone (4205), NAD 1983 (93). Due to the combined surface adjustment factor of 1.00000 the distances and coordinate values of surface and grid are equal.All distances are based on U.S. Survey Feet. Access to and from the transportation facility in areas where access is not specifically denied hereon, may be permitted in accordance with Access Management Manual guidelines. A parcel plat of even date was prepared in conjunction with this property description. **The monument described and set in this call may be replaced with a TxDOT "Type II" right- of-way marker upon the completion of the highway construction project under the supervision of a Registered Professional Land Surveyor, either employed or retained by TxDOT. This survey was performed on the ground under my supervision during February, 2017. Q. . GLST�q'•�+ � ,r,.r•7 d4 !{ rY v. ._.r r '�•�'.r BENNIE L. GAL VAN Bennie L. Galvan ................................ Registered Professional Land Surveyor License No. 5229, State of Texas 9tio.,s"uR�� CivilCorp,LLC -4611 E. Airline Suite##300,Victoria,Texas 77904 361-570-7500 Texas Firm Registration No. 100576-00 - } Ego �. .w�,. ya/ xe w in Q o Zw.-f,�yN1 °TWO re Vl 1A U.Y rl .4. .a f�• Fes. � ,F- W YI �Pp1 � Y 1 Fc�Oi 7N VWON a :;i • p1�F- w - o N N N 1']N N i K fLL�u LL N 3•.yVIQ 1- -J WY...f D m 5 iC v +A s -� r an now Y11 t HFA 1,1 pL .a�yp 1• wriO a �sds � NN •-•" 4nil 47 "po1„�g"63ag r—rp $ � W l WY \3j,11 ���+ n 1.1•' 4 .+ p$7 y S 1yW 2�Zp_yyO�1V..Y..ii 1.� ■ xN L_S FZ �/N �C'�. _ �: L.J � = SIS w1; lipw Pw p1 ,w,yy J�.w".,�16611� 1111 W iWW W T •J - .L 1 LL N46. 4d• KPI, Wp(, 4�W4 k: 6— 8 i-- gg� J i_n W ss djj w .PS .i 0. i J—amlo � yF.-dry.,n 4�eT :U• �� CVown IY3 OOC�ILLo w fl�H `k:-i; (v ~ v. v1 L#+ ;d Z. Wil to L , is 1 w LULn W w � i ii Lz to •i, i ,� off+ � " i 9 �r` •�� � a �� •15rx3 Wow SWJSIX3 NOW a*UWVN--j 04 IMA "AVOW 1053 133LUS �yUS C O H U AGENDA MEMORANDUM NconpoRF1E 1$52 Public Hearing and First Reading for the City Council Meeting of May 15, 2018 Second Reading for the City Council Meeting of May 22, 2018 DATE: April 20, 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 3902 Cimarron Boulevard CAPTION: Case No. 0318-01 Estate of Margaret J. Pasztor: Ordinance rezoning property at or near 3902 Cimarron Boulevard from "FR" Farm Rural District to the "RM-2" Multifamily 2 District. PURPOSE: The purpose of this item is to allow for the construction of a multifamily apartment complex. RECOMMENDATION: Planning Commission and Staff Recommendation (April 4, 2018): Approval of the change of zoning from "FR" Farm Rural District to the "RM-2" Multifamily 2 District. Vote Results: For: 7 Opposed: 1 Absent: 1 Abstained: 0 ALTERNATIVES: 1. Deny the request. OTHER CONSIDERATIONS: CONFORMITY TO CITY POLICY: The subject property is located within the boundaries of the Southside Area Development Plan (ADP). The proposed rezoning to the "RM-2" Multifamily 2 District is generally consistent with the adopted Comprehensive Plan (Plan CC) and warrants an amendment to the Future Land Use Map. EMERGENCY / NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Legal and Planning Commission FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital 0 Not applicable Project to Date Fiscal Year: 2017- Expenditures 2018 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: None LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation - Aerial Map Planning Commission Final Report Case No. 0318-01 Estate of Margaret J. Pasztor: Ordinance rezoning property at or near 3902 Cimarron Boulevard from "FR" Farm Rural District to the "RM-2" Multifamily 2 District. WHEREAS, the Planning Commission has forwarded to the City Council its final report and recommendation regarding the application of Estate of Margaret J. Pasztor ("Owner"), for an amendment to the City of Corpus Christi's Unified Development Code ("UDC") and corresponding UDC Zoning Map; WHEREAS, with proper notice to the public, a public hearing was held on Wednesday, April 4, 2018, during a meeting of the Planning Commission. The Planning Commission recommended approval of the change of zoning from the "FR" Farm Rural District to the "RM-2" Multifamily 2 District and on Tuesday, May 15, 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. Upon application made by Estate of Margaret J. Pasztor ("Owner"), the Unified Development Code ("UDC") of the City of Corpus Christi, Texas ("City"), is amended by changing the zoning on a property described as being a 10.00 acres out of Lots 1 and 2, Section 21, Flour Bluff and Encinal Farm and Garden Tracts, located on the east side of Cimarron Boulevard, south of Lipes Boulevard, and north of Yorktown Boulevard (the "Property"), from the "FR" Farm Rural District to the "RM-2" Multifamily 2 District (Zoning Map No. 043031), as shown in Exhibits "A" and "B". Exhibit A, which is a metes and bounds description of the Property, and Exhibit B, which is a map to accompany the metes and bounds, are attached to and incorporated in this ordinance by reference as if fully set out herein in their entireties. SECTION 2. The official UDC Zoning Map of the City is amended to reflect changes made to the UDC by Section 1 of this ordinance. SECTION 3. The UDC and corresponding UDC Zoning Map of the City, made effective July 1, 2011, and as amended from time to time, except as changed by this ordinance, both remain in full force and effect. SECTION 4. To the extent this amendment to the UDC represents a deviation from the City's Comprehensive Plan, the Comprehensive Plan is amended to conform to the UDC, as it is amended by this ordinance. SECTION 5. All ordinances or parts of ordinances specifically pertaining to the zoning of the Property and that are in conflict with this ordinance are hereby expressly repealed. SECTION 6. Publication shall be made in the City's official publication as required by the City's Charter. K:\DevelopmentSvcs\SHARED\ZONING CASES\2018\0318-01 Estate of Margaret J. Pasztor\Council Documents\Ordinance_0318- 01 Estate of Margaret J. Pasztor.docx Page 2 of 3 That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2018, by the following vote: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Everett Roy 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 Everett Roy Debbie Lindsey-Opel PASSED AND APPROVED on this the day of , 2018. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor K:\DevelopmentSvcs\SHARED\Legistar\2018 CC Agenda Item s\5-15-2018\Zoning\0318-01 Estate of Margaret J. Pasztor\Ordinance_0318-01 Estate of Margaret J. Pasztor.docx Page 3 of 3 URBAN ENGINEERING Job No. 43229.00.00 April 171,2018 10.00 Acre Zoning Tract STATE OF TEXAS COUNTY OF NUECES Fieldnotes, for a 10.00 Acre Tract of Land out of Lots 1 and 2, Section 21, Flour Bluff& Encinal Farm & Garden Tract, a map of which is recorded in Volume A, Pages 41-43, Map Records of Nueces County, Texas, being the same 10.00 Acre Tract of Land described in a Gift Deed from J.B. Jurach and Edna J. Jurach, to Margaret Pasztor, as recorded in Volume 1437, Page 315, Deed Records of Nueces County, Texas; said 10.00 Acre Tract being more fully described by metes and bounds as follows: Commencing, at a 518 Inch Iron Rod with orange plastic cap stamped "BASS AND WELSH ENGINEERING" Found, on the Northwest boundary line of a 10.031 Acre Tract, described in a Warranty Deed from George T. Smith and Faye Keith Smith to Staples Development, LLC, as recorded in Document No. 2005032049, of the Official Public Records of Nueces County, Texas, for the South corner of a 8.906 Acre Tract, described in a Special Warranty Deed from Cimarron Company to The Mostaghasi Investment Trust, as recorded in Document No. 2015043331, of the said Official Public Records, the East corner of a 10.00 Acre Tract, described in a Gift Deed from J.B. Jurach and Edna J. Jurach,to Edna Mar Wade, as recorded in Volume 1437,Page 311, of the said Deed Records; Thence, South 28°37'23" West, with the common boundary line of the said Edna Mae Wade 10.00 Acre Tract and the said 10.031 Acre Tract,330.00 Feet, to a 518 Inch Iron Rod with red plastic cap stamped "URBAN ENGR CCTX" Set, on the Northwest boundary line of a 125 Foot Wide Drainage Easement, described in a Drainage Easement from George T. Smith to The City of Corpus Christi, as recorded in Volume 2005, Page 861, of the said Deed Records, for the South comer of the said Edna Mae Wade 10.00 Acre Tract, for the Point of Beginning and the East corner of this Tract; Thence, South 289723" West, with the common boundary line of the said 10.031 Acre Tract, the said 125 Foot Wide Drainage Easement, the said Margaret Pasztor 10.00 Acre Tract and this Tract, 330.00 Feet, to a 518 Inch Iron Rod with red plastic cap stamped "URBAN ENGR CCTX" Set, for the East corner of a 10.00 Acre Tract, described in a Special Warranty Deed from Marijean Jurach to Paula K. Jamigan, as recorded in Document No. 2000009247, of the said Official Public Records, for the South comer of the said Margaret Pasztor 10.00 Acre Tract and this Tract; Thence, North 61'22'37" West, with the common boundary line of the said Paula K. Jarnigan 10.00 Acre Tract, the said Margaret Pasztor 10.00 Acre Tract and this Tract at 1255.77 Feet, pass a 518 Inch Iron Rod with red plastic cap stamped "URBAN ENGR CCTX" Set, on the apparent Southeast Right-of-Way line of Cimarron Boulevard, a public roadway, for the South corner of a 0.284 Acre Right-of-Way Easement, described in Document No. 2007000797, of the said Official Public Records, at 1300.00 Feet, pass the West comer of the said 0.284 Acre Right-of-Way Easement, in all 1320.00 Feet, to the common boundary line of Lot 8, Section 10, of the said Flour Bluff& Encinal Farm & Garden Tract and the said Lot 1, Section 21, for the West corner of the said Margaret Pasztor 10.00 Acre Tract and this Tract; Thence, North 28°37'23" East, with the common boundary line of the said Lots 1 and 8, the said Margaret Pasztor 10.00 Acre Tract, 330.00 Feet, to the West corner of the said Edna Mae Wade 10.00 Acre Tract, for the North corner of the said Margaret Pasztor 10.00 Acre Tract and this Tract; S:\Surveying1432291OOOONOFFICE\NETES AND BOUNDSIFN_432290000 1O.00Ac 20180417jdc.doc Page i of 1 (361)854-3101 2725 SWANTNER DR. . CORPUS CHRISTI,TEXAS 78404 FAX (361)854-6001 www.urbaneng.com TBPE Firm# 145 .TBPLS Firm #10032400 Thence, South 61°22'37" East, with the common boundary line of the said Edna Mae Wade 10.00 Acre Tract,the said Margaret Pasztor 10.00 Acre Tract and this Tract, at 20.00 Feet, pass the North corner of the said 0.284 Acre Right-of-Way Easement, at 55.00 Feet, pass a 5/8 Inch Iron Rod with red plastic cap stamped "URBAN ENGR CCTX" Set, on the apparent Southeast Right-of-Way line of Cimarron Boulevard, a public roadway, for the East corner of the said 0.284 Acre Right-of-Way Easement, in all 1320.00 Feet, to the Point of Beginning, containing 10.00 Acres(435,600 Square Feet)of Land,more or less. Save and Except a 0.284 Acre Right-of-Way Easement, described in Document No. 2007000797, Official Public Records of Nueces County, Texas, and a 20 Foot Road Easement shown by plat of Flour Bluff& Encinal Farm&Garden Tracts, a map of which is recorded in Volume A, Pages 41-43, Map Records of Nueces County, Texas; Total Gross Acreage: 10.00 Acres Total Net Acreage: 9.56 Acres Grid Bearings and Distances shown hereon are referenced to the Texas Coordinate System of 1983, Texas South Zone 4205, and are based on the North American Datum of 1983(2011)Epoch 2010.00. Unless this fieldnote description, including preamble, seal and signature, appears in its entirety, in its original form, surveyor assumes no responsibility for its accuracy. Also reference accompanying sketch of Tract described herein. U AN ENGIN ER G a� TEx James D. Carr, R.P.L.S. License No. 6458 S:1Surveying1432291000olOFFICE\METES AND BOUNDSIFN 432290000_10.00Ac 201804I7jdc.doc Page 2 of 2 (361)854-3101 2725 SWANTNER DR, •CORPUS CHRISTI,TEXAS 78404 FAX (361)854-6001 www.urbaneng.com TBPE Firm 4 145 .TBPLS Firm#10032400 A31 8. S=WN W / / Point of / Commencement / FiO o� / �Oo�=The�`3Sg 906 No. ?s o9�'6' _q', \ � ''wl %c•. .p � �°F�o q�� ��S�hose S4. F "r :o�'°���e� 4y� ���Oo 2 0,'�N� ?-4 1 G7 1 Q" 4s>pd°ay s CO43 a Go /J SZJ a ry�'x jpry Ss'�?3F /3 0� 6a�MTek ae� ryFoc }� 00 /h�O" Grose Acres: 19.00 Acres j RN os � Q Less 0.44 Acres �zsSO F/7 'e, (20' Road Easement & 0.234 Acres Right–of–Way Easement) o a Net Acres: 9.56 Acres o' oDm PI.DUA 9111pP 9NL'1NAL P rv�°wee �R�wa��. °Q a y S z°3p�b or ar�a; PA AL 41 °9a ` m Q 4 p sy p O N D�N11grim 67 rl1DN1Y. 7A>!HX cooed 1 0 n-9 'J �� o F 04001s-tl-21 Point of ° f 4 �' or< 70 l COw111,l ga,ei Pasnor) @�O ots oo 20� voi �a3P.Pg,sus,o e N.cr.) � BeB�ninB ReOO�X04 Co�"a Fid 2 ., A5 i �� Sketch t0 Acco 7lJct n 47 7 � °�io s X043 o„a �=//a. is61.'11DN 41 FlELDNOTES for a 10.00 Acre Tract of Land out of Lots ooO °,/' 1�of 4, oo 1 and 2, Section 21, Flour Bluff & Encinal Farm & 0"90„ ek P3 Garden Tract, a map of which is recorded in Volume A, pR °s i �Oti Pages 41-43, Map Records of Nueces County, Texas, 0�?� 6jV o"O�z being the some 10.00 Acre Tract of Land described in a `" ¢- Gift Deed from J.B. Jurach and Edna J. Jurach, to Margaret Pasztor, as recorded in Volume 1437, Page 315, Deed Records of Nueces County, Texas. DATE: April 20, 2018 URBAN SCALE: 1"=200' ENGINEERING JOB NO.: 43229.00.00 SHEET: 1 of 2 Z NO/ DRAWN BY. XG urbonsurveyl Qurbaneng.com / / 02018 by Urban Engineering COUNTY OF NUECES CITY OF CORPUS CHRISTI 4p� TE6��eyo�a p �o e 1 4 14- 1 6 w' 00� �ie�a^a F U LOCATION MAP N.T.S. DATE: April 20, 2018 URBAN SCALE: :"4322 ENGINEERING JOB 9.00.00 SHEET: 43222 of 2 DRAWN BY: XG urbanwry yi®urbaneng.com 02018 by Urban Engineering Zoning Case #0318-01 Estate of Margaret J. Pasztor Rezoning for a Property at 3902 Cimarron Boulevard City Council Presentation May 15, 2018 Aerial Overview CQil b Mae, y, @ oO y+. tnw Subject Property at 3902 Cimarron Boulevard (:f YORkc\�Is /ma�j � CR , It \� s Vicinity Map �x „ R S a',ty� (o)OpenStreetMap and contributors, Creatwe Commons-Share Nike U—nos(1,C.13Y-SA] 3 t� Zoning Pattern was O p 0a� 0o ani_l�r�a� �O o �000s C(3o2 �00� F� 0� 2003 3 o"o °�0@ oo o o Alma ] g� � _ r Planning Commission and = ` Staff Recommendation Approval of the change of zoning from the "FR" Farm Rural District to the "RM-2" Multifamily 2 District. Site Plan a Y 3 3U LAU 3 - V � - 288 Apartment Units- 132 — 1 BR, 132 — 2 BR, 24 — 3 BR 570 Parking Spaces 6 �pUS Ch `O N y O J w N est (11� r PLANNING COMMISSION FINAL REPORT Case No. 0318-01 INFOR No. 18ZN1005 Planning Commission Hearing Date: April 4, 2018 c Owner: Estate of Margaret J. Pasztor aa o Applicant: Cypressbrook Company Location Address: 3902 Cimarron Boulevard aN Legal Description: 10.00 acres out of Lots 1 and 2, Section 21 , Flour Bluff Q °a ° and Encinal Farm and Garden Tracts, located on the east side of Cimarron Boulevard, south of Lipes Boulevard, and north of Yorktown Boulevard. From: "FR" Farm Rural District a a To: "RM-2" Multifamily 2 District 'Es Area: 10.00 acres N ° Purpose of Request: To allow for the construction of a multifamily apartment complex. Existing Zoning District Existing Land Use Future Land Use Site "FR" Farm Rural Vacant Medium Density Residential Drainage and Permanent Open _ North "IH" Heavy Industrial Vacant Space and Medium 'E ? Density Residential ° Vacant and Low Medium Density South "FR" Farm Rural Density Residential Residential v, J Permanent Open East "IH" HIndustrial Drainage and Space and Medium X Heavy Vacant Density Residential West "RS-6" Single-Family Low Density Medium Density Residential Residential Area Development Plan: The subject property is located within the boundaries 06 v, of the Southside Area Development Plan and is planned for medium density M o residential uses. The proposed rezoning to the "RM-2" Multifamily 2 District is generally consistent with the adopted Comprehensive Plan (Plan CC) and a o warrants an amendment to the Future Land Use Map. Q Map No.: 043031 Zoning Violations: None c Transportation and Circulation: The subject property has approximately 330 ° feet of street frontage along Cimarron Boulevard which is designated as an "Al" Minor Arterial Street. According to the Urban Transportation Plan, "Al" ° Minor Arterial Streets can convey a capacity between 15,000 to 24,000 a N Average Daily Trips (ADT). The site is serviced by Route 26 of the Corpus L Christi Regional Transit Authority. The nearest bus stop is 1,300 feet to the north in front of Veterans Memorial High School. Staff Report Page 2 Urban Proposed Existing Traffic Street Transportation � O Plan Type Section Section Volume Cimarron "A1" Minor Arterial 95' ROW 105' ROW 12,535 ADT Boulevard Street 64' paved 64' paved (2016) Staff Summary: Requested Zoning: The applicant is requesting a rezoning from the "FR" Farm Rural District to the "RM-2" Multifamily 2 District to allow for the construction of a multifamily apartment complex. Development Plan: The subject property is 10.00 acres in size. The owner is proposing a 288-unit apartment complex. The units are projected to include 132 One Bedroom apartments, 132 Two-Bedroom apartments and 24 Three-Bedroom apartments. Approximately 570 parking spaces will be provided as part of the development along with an amenity center and pool. Existing Land Uses & Zoning: The subject property is currently zoned "FR" Farm Rural District and consists of vacant land. The subject property was zoned "FR" Farm Rural in 1995 at the time of annexation. To the north is Master Channel 31 , and vacant land zoned "FR" Farm Rural District. Master Channel 31 has a drainage right-of-way width of approximately 140 feet and a depth of 7.21 feet. Additionally, to the north are vacant tracts rezoned in 2015 to the "CN-1" Neighborhood Commercial District and to the "RM-2" Multifamily 2 District. Located farther to the north across Lipes Boulevard is Veterans Memorial High School. To the south is a vacant 10 acre tract zoned "FR" Farm Rural District. Located farther to the south is the Cimarron Lake Estates Subdivision with a Home Owners Association (HOA). The subdivision was rezoned in 2004 to the "RS-6" Single-Family 6 District. The subject property to the east is also bordered by Master Channel 31 . Across the channel are vacant tracts zoned "FR" Farm Rural District. Farther to the east, a zoning case was recently heard by the Planning Commission on March 21 , 2018 for a potential change to the "RM-1" Multifamily 1 District regarding a potential apartment complex with a maximum density of 235 dwelling units. To the west is Cimarron Boulevard. Across Cimarron Boulevard are single-family residences (Yorktown Crossing Unit 2 Subdivision) zoned "RS-6" Single- Family 6 District. AICUZ: The subject property is not located in one of the Navy's Air Installation Compatibility Use Zones (AICUZ). Plat Status: The property is not platted. PlanCC & Area Development Plan Consistency: The subject property is located within the boundaries of the Southside Area Development Plan (ADP). The proposed rezoning to the "RM-2" Multifamily 2 District is generally consistent with the adopted Comprehensive Plan (Plan CC) and warrants an amendment to the Future Land Use Map based on the following policies: Staff Report Page 3 • Promote a balanced mix of land uses to accommodate continuous growth and promote the proper location of land uses based on compatibility, locational needs, and characteristics of each use. (Future Land Use, Zoning, and Urban Design Policy Statement 1) • Encourage residential infill development on vacant lots within or adjacent to existing neighborhoods. (Future Land Use, Zoning, and Urban Design Policy Statement 3) • Support the separation of high-volume traffic from residential areas or other noise- sensitive land uses. (Future Land Use, Zoning, and Urban Design Policy Statement 3) • Encourage direct arterial access for high-density apartments or interior access from a street designed specifically to collect the apartment traffic and distribute it directly to an arterial without passing through a lower density residential area. (Future Land Use, Zoning, and Urban Design Policy Statement 3) • Encourage convenient access from medium-density residential development to arterial roads. (Future Land Use, Zoning, and Urban Design Policy Statement 3) • New high-intensity commercial developments without adequate transition or buffering should be discouraged from locating directly adjacent to low-intensity residential areas. (Southside ADP, Policy Statement B.7) Department Comments: • The proposed rezoning is generally consistent with the adopted Comprehensive Plan (Plan CC), and warrants an amendment to the Future Land Use Map. • The proposed rezoning is compatible with neighboring properties and with the general character of the surrounding area. This rezoning does not have a negative impact upon the surrounding neighborhood. • The property is currently vacant and is a remaining unplatted "FR" Farm Rural tract. The property has not been developed since annexation in 1995. • Recent rezonings have occurred to the north in 2015 to the "CN-1" Neighborhood Commercial District and to the "RM-2" Multifamily 2 District. Most recently to the east, a zoning case was recently heard by the Planning Commission on March 21 , 2018 for a potential change to the "RM-1" Multifamily 1 District regarding a potential apartment complex with a maximum density of 235 dwelling units. • Based on recent zoning changes and existing commercial zoning along Cimarron Boulevard (Al Arterial Street) a trend towards commercial development is occurring. Such a trend is consistent with the goals and policies of the Comprehensive Plan. Infill of remaining adjacent "FR" Farm Rural Tracts will be addressed by future rezonings and may generate further amendment of the Future Land Use Map. • The "RM-2" Multifamily 2 District allows 30 dwelling units per acre by right. The proposed 288 apartment is compatible with the density requirements of the "RM-2" District. • Due to the adjacency of drainage master channel (MC 31), no buffer yard would be required to the north or east. • If the "RM-2" Multifamily 2 District is approved, the proposed development will still need to abide by all requirements of the Unified Development Code (UDC). Staff Report Page 4 Planning Commission and Staff Recommendation (April 4, 2018): Approval of the change of zoning from the "FR" Farm Rural District to the "RM-2" Multifamily 2 District. Vote Results: For: 7 Opposed: 1 Absent: 1 Abstained: 0 Number of Notices Mailed — 13 within 200-foot notification area = 6 outside notification area 0 As of March 30, 2018: In Favor — 1 inside notification area o — 0 outside notification area Z In Opposition — 0 inside notification area — 3 outside notification area a Totaling 0.00% of the land within the 200-foot notification area in opposition. Attachments: A. Location Map (Existing Zoning & Notice Area) B. Preliminary Site Plan C. Public Comments Received (if any) K:\DevelopmentSvcs\SHARED\ZONING CASES\2018\0318-01 Estate of Margaret J.Pasztor\PC Documents\Staff Report_0318-01 Estate of Margaret J.Pasztor.docx CN-1 = FR CN-1 Q' yORk `tib �Ro z Ssj 5 �CB RS-6 RM-2 _6 RSA 12 U _4 9 13 11 8 10 SUBJECT PROPERTY o� 7 3 MjR RS-6 pyj< ,\ Q� DateCreated:�31,1/2018 0 400 800 Prepared By'JeremyM et Department of.Development Services CASE: 0318-01 Q? 2 ZONING & NOTICE AREA P k RM-1 Multifamily 1 IL Light Industrial 4 do<<.yRo RM-2 Multifamily 2 IH Heavy Industrial RM-3 Multifamily 3 PUD Planned Unit Dev.Overlay SUBJECT Apo. ON Professional Office RS-10 Single-Family 10 PROPERTY <aRoc RM-AT Multifamily AT RS-6 Single-Family 6 6� CN-1 Neighborhood Commercial RS-4.5 Single-Family 4.5 ?� CN-2 Neighborhood Commercial RS-TF Two-Family CR-1 Resort Commercial RS-15 Single-Family 15 CR-2 Resort Commercial RE Residential Estate DO CG-1 General Commercial RS-TH Townhouse Q' CG-2 General Commercial SP Special Permit Cl Intensive Commercial RV Recreational Vehicle Park CBD Downtown Commercial FM-2444 O RMH Manufactured Home CR-3 Resort Commercial 'hry �if=r FR Farm Rural v o�Ne H Historic Overlay BP Business Park EI* FE-2-1 Subject Property O Owners Cit Of with 200'buffer in favor �1T �q�, __ Corpus 4 Owners within 200'listed on �/ Owners LOCAI��N /Yt/yP -- -' os�cv''FFK attached ownership table X in opposition C�1r1St1 x r N nr nr Z- - t a s d w- d a TrT Y i -I vd3� T Ra '' sA1 iz2 Y � 6AiM!}p f o I Fl M iid o V F ETS 3 a� It er a .. .92 a�+bny,rw� NoalVtir41t9 I 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 intencian de asistir a esta iunta y que requieren servicios esyeciales, se les suplica que den aviso 48 horas antes de la iunta Ilamando al deyartamento de servicios de desarrollo, al numero(361)826-3240. If you wish to address the Commission during the meeting and your English is limited, please call the Development Services Department at (361) 826-3240 at least 48 hours in advance to request an interpreter be present during the meeting. Si usted desea diricirse a la commission durante_la junta y su inglds es limitado, favor de Ilamar al degartamento de servicios de desarrollo al numero (361) 826-3240 al menos 48 horas antes de la junta vara solicitar un interyrete seryresente durante la junta. CITY PLANNING COMMISSION PUBLIC HEARING NOTICE Rezoning Case No. 0318-01 Estate of Margaret J. Pasztor has petitioned the City of Corpus Christi to consider a change of zoning from the "FR" Farm Rural District to the "RM-2" Multifamily 2 District, resulting in a change to the Future Land Use Map.The property to be rezoned is described as: 3902 Cimarron Boulevard and being 10.00 acres out of Lots 1 and 2, Section 21, Flour Bluff and Encinal Farm and Garden Tracts, located on the east side of Cimarron Boulevard, south of Lipes Boulevard, and north of Yorktown Boulevard. The Planning Commission may recommend to City Council approval or denial, or approval of an intermediate zoning classification and/or Special Permit. Approval of a change of zoning, if inconsistent with the City's Comprehensive Plan, will also have the effect of amending the Comprehensive Plan to reflect the approved zoning. The Planning Commission will conduct a public hearing for this rezoning request to discuss and formulate a recommendation to the City Council. The public hearing will' be held on Wednesday, April 4. 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 puOlic 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. � t Printed Name: _ .lk -17 Yt ss: t CitylState:FAVOR ( ) IN OPPOSITION Phone: ON: Signature SEE MAP ON REVERSE SIDE Case No.0318-01 INFOR Case No.: 18ZN1005 Project Manager.Andrew Dimas Property Owner ID: 5 Email:andrewd2@cctexas.com IN �� i=0000340617MAR 23 2018r>PITNEYBOWES City of Corpus ChristiDevelopment Services Dept. ZIP 78401 QQQ,47fl P.O. Box 9277 02 Ori Corpus Christi,Texas 78469 5 247600100060 KAFFIE HAROLD C& HARRIS A KAFFIE P.O. BOX 2967 Corpus Christi,TX 78403 h� I4� r� av firRo SUBJEC - PROPERTY A-1 all , r l v� �¢ qT 400 uR.nm.m e CASE: 0318-01ILI- / SUBJECT PROPERTY WITH ZONING T � r� r Su6pd SUBJECT RN I Num"MR,'. l LIN Ni l ` ` .. PROPERTY + wa Irn...ur x w /w.1y IrW1M1. RLS WMI[.►=wM1-13.. RM Ru*,lio�lCllwc..�..�LNI 1.1'7Yt11 0 Ph"lw.w4OZ.umn1..,,Wi CKI R64 w"w-ru/L1.18 + p CML w1�[L7M1g00[.mM.LNI R7-IF T 4dwit, / CR I IN.w C—.Nd "is wn[Yi..IV,1i CRJ R..MIC�mmw.Nl R[ R..hwaw9.Nw ALMI_/G$ j C6.1 V-1 CCM—NI CI Fb.wk.C.m.Mli41 R.CnLInIW YaReN►.IY 4 CC60w.R C.mmncl.l RYR b CRJ awl C.ww.nNl FR F.�ft-1 cityor iv iuu�Nwv n� 1.0CAY16— M ' °0"tr+ Chrlsil; se GO O Va. v AGENDA MEMORANDUM NORROPPEPublic Hearing and First Reading for the City Council Meeting of May 15, 2018 1852 Second Reading for the City Council Meeting of May 22, 2018 DATE: April 24, 2018 TO: Margie C. Rose, City Manager FROM: Nina Nixon Mendez, FAICP, Director, Development Services Department NinaM@cctexas.com (361) 826-3276 Urban Transportation Plan Amendment — Deletion of two proposed (C1) Collector streets located north of FM 624 between Calallen High School and County Road 69 and the existing River Canyon Drive (C1) Collector CAPTION: Ordinance amending Urban Transportation Plan map by deleting two proposed (Cl) Collector streets north of FM 624 between Calallen High School and County Road 69 and the existing River Canyon Drive (Cl) Collector. PURPOSE: The purpose of this item is to change the City's Urban Transportation Plan map by deleting two planned streets to accommodate a proposed development for Calallen Independent School District in the area northeast of the Northwest Boulevard/County Road 69 intersection. BACKGROUND AND FINDINGS: A "Collector" street provides access to local, other collector, and arterial streets. The lowest order of "collector" streets is designed to "collect" local residential streets with the intent of connecting to an arterial grid system. This ordinance will delete two (2) proposed (C1) Collector Streets located north of FM 624 between Calallen High School and County Road 69 and the existing River Canyon Drive (C1) Collector designation from the City's Urban Transportation Plan (UTP) Map. Calallen Independent School District (ISD) is proposing to construct an elementary school north of the County Road 69 and FM 624 intersection. As part of the platting process, the school has submitted a preliminary plat in compliance with City master plans. The current UTP map shows two proposed C1 collectors within the boundary of the plat. The city initiated the proposed amendment to remove these master planned streets from the UTP network. City Staff (Development Services, Traffic Engineering, Planning, and Utilities) met to discuss the applicant's preliminary plat and recommended deletion of the two proposed collector streets and deletion of the existing River Canyon Drive (Cl) designation. The Transportation Advisory Commission, on March 26, 2018, and the Planning Commission, on April 18, 2018, both recommended the deletions. Deletion of these street networks were based on several factors. It appears these proposed street networks were based on a proposed high-density residential development from the 1980s. Calallen ISD now owns this tract and the traffic volumes generated will not meet recommended levels or provide the intended street connectivity recommended for collector streets. Also, a proposed realignment would require right-of-way acquisition from two properties to the east of this development. Property was platted and a house was built at the end of River Canyon Drive. For this reason, the existing C1 designation of River Canyon Drive is included in the UTP plan amendment recommendation. ALTERNATIVES: Denial of the proposed ordinance amendment. OTHER CONSIDERATIONS: Not applicable CONFORMITY TO CITY POLICY: Conforms to Plan CC, Goal 1, Strategy 5, "Encourage planning effectively for future streets and highways capable of carrying projected traffic flows and protect future street right-of-ways from being obstructed with development." EMERGENCY/ NON-EMERGENCY: Non-Emergency DEPARTMENTAL CLEARANCES: Street Operations (Traffic Engineering), Planning, and Development Services FINANCIAL IMPACT: ❑ Operating ❑ Revenue ❑ Capital 0 Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item BALANCE Fund(s): Comments: Not Applicable RECOMMENDATION: City Staff, Transportation Advisory Commission, and Planning Commission recommend approval of the UTP map amendment as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance Presentation Ordinance amending Urban Transportation Plan map by deleting two proposed (Cl) Collector streets north of FM 624 between Calallen High School and County Road 69 and the existing River Canyon Drive (Cl) Collector WHEREAS, the Transportation Advisory Commission and Planning Commission have forwarded to the City Council its recommendation concerning the amendments to the Corpus Christi Urban Transportation Plan, an element of the Comprehensive Plan of the City of Corpus Christi, Texas; WHEREAS, Planning Commission held a public hearing on Wednesday, April 18, 2018, regarding amendments to the Corpus Christi Urban Transportation Plan map, during which all interested persons were allowed to appear and be heard; WHEREAS, City Council held a public hearing on Tuesday, May 15, 2018, regarding amendments to the Corpus Christi Urban Transportation Plan map, during which all interested persons were allowed to appear and be heard; and WHEREAS, the City Council has determined that these amendments would best serve public health, necessity, and convenience, and the 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. The Corpus Christi Urban Transportation Plan map of Mobility CC, an element of the Comprehensive Plan of the City of Corpus Christi, Texas (the "Comprehensive Plan"), is amended by deleting a proposed C1 Collector, having an alignment running in the east/west from County Road 69 to River Canyon Drive between County Road 69 and Wildcat Drive, and deleting a C1 Collector, having an alignment running in the north/south from Riverside Drive to River Canyon Drive between Northwest Boulevard and Hazel Bazemore, as shown on Exhibit "A," which is attached to this ordinance and incorporated into this ordinance by reference as if fully set out in its entirety. SECTION 2. To the extent the amendments made by this ordinance represent a deviation from the Comprehensive Plan, the Comprehensive Plan is amended to conform to the amendments made by this ordinance. SECTION 3. The Comprehensive Plan, as amended from time to time and except as changed by this ordinance, remains in full force and effect. SECTION 4. Any ordinance or part of any ordinance in conflict with this ordinance is expressly repealed by this ordinance. SECTION 5. The City Council intends that every section, paragraph, subdivision, clause, phrase, word, or provision of this ordinance be given full force and effect for its purpose. Therefore, if any section, paragraph, 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 6. Publication shall be made in the City's official publication as required by the City's Charter. Page 2 of 4 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 Everett Roy 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 Everett Roy Debbie Lindsey-Opel PASSED AND APPROVED on this the day of , 2018. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor Page 3 of 4 Exhibit A -LE T .E I-L FL + Y pRIVER CANYON DR. �. PR POSED U.T.P. AMENDMENT ! 4 To PROPOSED ALIGNMENT ------------ s - 0 �. }• - �y- _-- — .w - crt 114 N LL Fri 6$4• LEGEND EXUNO COLLET:° PROPOSED COLLECTCR EXIST1NO WCEWL PROPOSED ARTERIAL PROPOSER ALIGNMENT REMNAL SUBJECT: PROPOSED U.T.P. AMENDMENT TO PROPOSED ALIGNMENT Traffic Engineering Office Street Operations ai*ion Page 4 of 4 Urban Transportation Plan Amendment: Deletion of Two Collector Streets City Council Presentation • May 15, 2018 ice Subject Property .,_ RIVER"NyONOR K O TEAGV E[N W ------------ e m O ti O 3 NOkTNyiESTg(y0(FM 674J , b� Ui Current Plan RIPER"NYONOR h TEAGUE[ry 0 ti 8 0 3 NOR-WpSTg,yp(FM 624J V @ Scope • Proposed C1 Collectors (60' ROW) ➢ Riverside Dr. (From Northwest Blvd to proposed River Canyon Dr.) ➢ River Canyon Dr. (From County Road 69 to existing River Canyon Dr.) • Proposed Development (Calallen ISD) ➢ 63.197 Acres for Calallen Elementary ➢ City sponsored UTP Amendment based on submitted preliminary plat I& Proposed UTP Map Amendment • Deletes two proposed C1 Collectors; Riverside Dr. from Northwest Blvd. to proposed River Canyon Dr. and River Canyon Dr. from County Road 69 to existing River Canyon Dr. • Maintains access to school through County Road 69 and with existing on site access • Removes the need for ROW acquisition of unplatted land to the east of the property at River Canyon Dr. Proposed UTP Map Amendment -----X- _X____R'VER"NrOND,? r,'AIOEZ,V X O 'VoRrHIVRSTaLv, `@ Recommendations • Staff, Transportation Advisory Commission (TAC) (March 26, 2018), Planning Commission (April 18, 2018) Recommendations: ➢ Deletion of two proposed (Cl) Collector streets located north of FM 624 between Calallen High School and County Road 69; and the existing River Canyon Drive (Cl) Collector ➢ Staff Recommendation: • Approval of the UTP amendment as shown se GO O Va. v AGENDA MEMORANDUM NORROPpEO First Reading Ordinance for the City Council Meeting of May 8, 2018 1852 Second Reading Ordinance for the City Council Meeting of May 15, 2018 DATE: April 25, 2018 TO: Margie C. Rose, City Manager FROM: Iain Vasey (361) 882-7448 ivasey@ccredc.com Type A Grant for Nueces County Courthouse Development Partners, LLC CAPTION: Ordinance approving a Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation and Nueces County Courthouse Development Partners, LLC, to provide a grant of up to $3,000,000, for the creation of jobs and infrastructure construction to enhance economic development; appropriating said funds from the Business/Job Development Fund; and amending the budget. PURPOSE: Nueces County Courthouse Development Partners (Courthouse) will renovate the old County Courthouse to create a 159-room four-star hotel. They will create 25 full-time jobs. BACKGROUND AND FINDINGS: The old County Courthouse has not been in use since the County moved to the new courthouse in 1975. There have been many plans to renovate but none have come to fruition. This project is also receiving $1,000,000 from the Downtown TIRZ #3. Courthouse will pay all of the back taxes owed to the various taxing entities 90 days after closing on the property. The City's portion is approximately $300,000. The return on investment for this project is 26.1% and a payback of 3.9 years. ALTERNATIVES: If this project does not move forward the courthouse will be demolished once it is off of the historical rolls. OTHER CONSIDERATIONS: Once the replacement for the Harbor Bridge is complete all of the entrance ramps will be demolished and this building will be the gateway to downtown. 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 downtown Corpus Christi. EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Engineering FINANCIAL IMPACT: 0 Operating ❑ Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: 2017- Expenditures 2018 (CIP only) Current Year Future Years TOTALS Line Item Budget 3,000,000 3,000,000 Encumbered / Expended Amount This item 3,000,000 3,000,000 BALANCE 0 0 Fund: Type A 1140 RECOMMENDATION: Staff recommends approval of the Type A Grant to Nueces County Courthouse Development Partners, LLC in the amount of$3,000,000 for the creation of jobs and infrastructure construction to enhance economic development. LIST OF SUPPORTING DOCUMENTS: Ordinance— Courthouse Agreement— Courthouse Economic Impact— Courthouse Project Courthouse Application Page 1 of 3 Ordinance approving a Business Incentive Agreement between the Corpus Christi Business and Job Development Corporation and Nueces County Courthouse Development Partners, LLC, to provide a grant of up to $3,000,000, for the creation of jobs and infrastructure construction to enhance economic development; 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 Nueces County Courthouse Development Partners, LLC, ("Courthouse") to redevelop the old Nueces County Courthouse into a four-star hotel for tourists and visitors from outside of the local area and create jobs; over a five-year period will best satisfy this goal; Whereas, City Council deems that it is in the best interest of the City and citizens to approve the business incentive agreement for creation of jobs and infrastructure construction between the Type A Corporation and Courthouse; Whereas, the Board of the Directors of the Type A Corporation (the "Board") approved an agreement with Courthouse for an incentive in an amount not to exceed $3,000,000 in its meeting on April 16, 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 Courthouse, which provides for the creation of jobs and the construction of infrastructure to enhance economic development, within the City of Corpus Christi, is approved. SECTION 2. That $3,000,000 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 Courthouse for the creation of jobs and infrastructure construction to enhance economic development. 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 $3,000,000 for a business incentive grant from the Type A Corporation to Courthouse for the creation of jobs and infrastructure construction to enhance economic development. @BCL@B40D7B73.docxourthouse Page 2 of 3 ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor 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 Everett Roy 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 Everett Roy Debbie Lindsey-Opel @BCL@B40D7B73.docxourthouse Page 3 of 3 PASSED AND APPROVED on this the day of 2018. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor @BCL@B40D7B73.docxourthouse BUSINESS INCENTIVE AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND NUECES COUNTY COURTHOUSE DEVELOPMENT PARTNERS, LLC FOR THE CREATION OF JOBS AND INFRASTRUCTURE CONSTRUCTION TO ENHANCE ECONOMIC DEVELOPMENT This Business Incentive Agreement for Capital Investments and the Creation of Jobs ("Agreement") is entered into between the Corpus Christi Business and Job Development Corporation ("Corporation") and Nueces County Courthouse Development Partners, LLC ("Courthouse"), 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 118th 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 February 19, 2018 last amended the Corporation's Guidelines and Criteria for Granting Business Incentives ("Type A Guidelines"), which the City Council approved on April 17, 2018; WHEREAS, Section 501.073 of the Act requires the City Council to approve all programs and expenditures of the Corporation; WHEREAS, the Courthouse plans to redevelop the old Nueces County Courthouse into a four-star hotel for tourists and visitors from outside of the local area (the "Project"); WHEREAS, Courthouse proposes to invest over $40 million within a 5-year period, with intent to begin construction in 2019; WHEREAS, on April 16, 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 Courthouse, through this Agreement to be used to pay for the creation of certain infrastructure improvements allowed under Section 501.103 of the Texas Local Government Code needed for the development of the Courthouse hotel and that will result in increased economic development and the creation of a minimum of 25 new full-time equivalent positions in the City of Corpus Christi. In consideration of the covenants, promises, and conditions stated in this Agreement, the Corporation and Courthouse agree as follows: 1. Effective Date. The effective date of this Agreement ("Effective Date") is the latest date that either party executes this Agreement, so long as the Agreement has been approved by the City's City Council. Courthouse understands that this Agreement is dependent upon the approval of City Council. 2. Term. The term of this Agreement is for five years beginning on the Effective Date. 3. Performance Requirements. a. Courthouse agrees to use these funds to pay for the creation of certain infrastructure improvements allowed under Section 501.103 of the Texas Local Government Code needed for the Project. b. Courthouse agrees to provide the Corporation with a sworn certificate by authorized representative of the business, certifying the amount used for infrastructure improvements, c. Courthouse will provide the Corporation with a detailed list of infrastructure expenditures each year within 30 days of the anniversary of the Effective Date until construction is complete. d. During the term of this Agreement, Courthouse will create at least 25 new full- time equivalent positions in the City of Corpus Christi. e. During the term of this Agreement, Courthouse will invest at least $40,000,000 in the Project. 4. Grant Award. a. The Board will grant Courthouse the amount of$3,000,000, to be paid to Nueces County Courthouse Development Partners, LLC, so long as all of the terms and conditions of the Agreement are met prior to the Agreement's expiration, b. The grant ($3,000,000) will be within 60 days after Courthouse provides documentation that they have received a permanent certificate of occupancy for the Project issued by the City's Development Services department, Along with the Certificate of Occupancy, Courthouse must submit certification that there are no Page 2 of 9 mechanics, contractor's or materialman's liens against the property and provide documentation establishing that all other performance requirements, including the creation of jobs, have been met. If Courthouse does not provide the required documentation prior to the end of the Term, this Agreement shall expire and Courthouse shall not be entitled to the grant funds. 5. Buy Local Provision. a. Courthouse agrees to use its best efforts 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 the normal course of business. b. 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. 8. Warranties. Courthouse warrants and represents to Corporation the following: a. Courthouse is a corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, has all corporate power and authority to carry on its business as presently conducted in Corpus Christi, Texas. b. Courthouse has the authority to enter into and perform, and will perform, the terms of this Agreement to the best of its ability. c. Courthouse has timely filed and will timely file all local, State, and Federal tax reports and returns required by laws to be filed and all Texas, 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. Courthouse has received a copy of the Texas Development Corporation Act, Subtitle C1, Title 12, Texas Local Government Code, 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 parties executing this Agreement on behalf of Courthouse are duly authorized to execute this Agreement on behalf of Courthouse. f. Courthouse does not and agrees that it will not knowingly employ an undocumented worker. If, after receiving payments under this Agreement, Courthouse is convicted of a violation under 8 U.S.C. Section 1324a(f), Courthouse 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 Courthouse has been notified of the violation. Page 3 of 9 7. Compliance with Laws. Courthouse shall observe and obey all applicable laws, ordinances, regulations, and rules of the Federal, State, county, and city governments. 8. Non-Discrimination. Courthouse covenants and agrees that Courthouse 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 Project boundaries, 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. 9. Force Majeure. If the Corporation or Courthouse 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 Courthouse 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 after the occurrence of the cause or causes relied upon. 10. Assignment, Except as provided below, Courthouse may not assign all or part of its rights and obligations under this Agreement to a third party without prior written approval of Corporation, which approval will not be unreasonably withheld or delayed. The Corporation agrees, however, that Courthouse may assign all or part of its rights and obligations under this Agreement to any entity affiliated with Courthouse by reason of controlling, being controlled by, or being under common control with Courthouse or to a third-party lender advancing funds for the construction or operation of the hotel. The Corporation expressly consents to any assignment described in the preceding sentence and agrees that no further consent of Corporation to such an assignment will be required. Courthouse agrees to provide Corporation with written notice of any such assignment. The foregoing notwithstanding, any assignment of Courthouse's rights under this Agreement shall not release Courthouse from its obligations hereunder. 11. Indemnity. Courthouse covenants to fully indemnify, save, and hold harmless the Corporation, the City, 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 Courthouse 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. Courthouse 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. Page 4 of 9 12. Events of Default by Courthouse. The following events constitute a default of this Agreement by Courthouse: a. The Corporation or City determines that any representation or warranty on behalf of Courthouse 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 Courthouse or any attachment or other levy against the property of Courthouse with respect to a claim remains unpaid, undischarged, or not dismissed for a period of 120 days. c. Courthouse makes an assignment for the benefit of creditors. d. Courthouse files a petition in bankruptcy or an order for relief is entered by the bankruptcy court in an involuntary bankruptcy listing Courthouse as the debtor. e. If taxes owed by Courthouse become delinquent, and Courthouse fails to timely and properly follow the legal procedures for protest or contest. f. Courthouse changes the general character of business as conducted as of the date this Agreement is approved by the Corporation. 13. Notice of Default. Should the Corporation or City determine that Courthouse is in default according to the terms of this Agreement, the Corporation or City shall notify Courthouse in writing of the event of default and provide 60 days from the date of the notice ("Cure Period")for Courthouse to cure the event of default. 14. Results of Uncured Default by Courthouse. 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 Courthouse, 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. Courthouse shall immediately repay all funds paid by Corporation to them under this Agreement. b. Courthouse 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 Courthouse of all sums due, the Corporation and Courthouse shall have no further obligations to one another under this Agreement. d. Neither the City, the Corporation, nor Courthouse may be held liable for any consequential damages. Page 5 of 9 15. 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 Courthouse's default may not be considered an estoppel against the Corporation. d. It is expressly understood that if at any time Courthouse 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. 16. Courthouse specifically agrees that Corporation shall only be liable to Courthouse for the actual amount of the money grants to be conveyed to Courthouse and shall not be liable to Courthouse 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 Courthouse to be accompanied by all necessary supporting documentation. 17. Notices. a. Any required written notices shall be sent mailed, certified mail, postage prepaid, addressed as follows: If to Courthouse: Nueces County Courthouse Development Partners, LLC 650 California Street, Floor 7 San Francisco, California 94704 Page 6 of 9 ATTN: Stephen L, Goodman If to the City: City of Corpus Christi P. O. Box 9277 Corpus Christi, Texas 78469 ATTN: City Manager With Copy to: City of Corpus Christi P. O. Box 9277 Corpus Christi, Texas 78469 ATTN- City Attorney c. Notice is effective upon deposit in the United States mail in the manner provided above. 18. Incorporation of other documents. The Corpus Christi Business and Job Development Corporation Guidelines and Criteria for Granting Business Incentives ("Corporation Guidelines"), as amended, are incorporated into this Agreement. 19. 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. 20. Relationship of Parties. In performing this Agreement, both the Corporation and Courthouse 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. 21. 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. 22. 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 Page 7 of 9 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. 23. Venue. Venue for any legal action related to this Agreement is in Nueces County. Texas, 24. Sole Agreement. This Agreement constitutes the sole Agreement between Corporation and Courthouse. Any prior Agreements, promises, negotiations, or representations, verbal or otherwise, not expressly stated in this Agreement, are of no force and effect. 25. Survival of terms of Agreement and obligations of parties. The terms of this Agreement and the obligation of the parties relating to Section 14.a and b shall survive the termination of this Agreement. The rest of this page intentionally left blank Page 8 of 9 Corpus Christi Business & Job Development Corporation By: Bart Braselton President Date: Attest: By: Rebecca Huerta Assistant Secretary Courthouse By: Nueces County Courthouse Development Partners, LLC By: Date: The State of Texas County of This instrument was acknowledged before me on 2018, by I of Nueces County Courthouse Development Partners, LLC, a Texas limited partnership, on behalf of the partnership. Q Notary Public State of California Page 9 of 9 Callifomfla All-Purpose Cert�Tli Cate ©t Acknowledgment A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached,and not the truthfulness,accuracy,or validity of that dot: merit. State of California County of S.S. On before personally appeared �s, who proved to me on the basis of satisfactory evidence to be the person whose name(e) is subscribed to the within instrument and acknowledged to me th a executed the same i t� it authorized capacity(jes), and that b his elr signature(s)on the instrument tt e�sr), or the entity upon behalf of which the person(a) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. JASON CHRISTOPHER JEREMY Notary Public-California z W NESS my hand a d official seal. Contra Costa County > Commission#2216022 My Comm.Expires Sep 28.2021 ~ C.,,,„ w�rwr+rr+eir�r ril'3`rt'.`."( •1�t1FtA*} iJb11L' OPT! NAL INFORMATION A though Kno ation io this s clion is n ` e t ed by law it coald prevent hacidulent removal and reattachment of this acrnont to an urtaut orized dortiment and may prove useful to persons relying on the attached document. I-pescri tittached current I Information Thep—re4ing Certificateo cknowledgment is attached to a Method of Signer Identification document titled/for the purpose of Proved to me on the basis of satisfactory evidence: "&' &* 1,«tic E ti".yc ❑form(s)of Identification credible witness(es) containing Q1 pages,and dated 'i"A �-`t i Notarial event is detailed in notary Journal on: The signer(s)ca act or author) Page# Entry# capacity authority is/are as: L) Individual(s) Notary contact: ❑ Attomey-in-fact O Corporate Officers) Other ❑Additional Signer ❑ signer(s)Thumbprints(s) ❑ Guardian/Conservator I El ❑ Partner-Limited/General ❑ Trustee(s) ,� Other representing: j I A Report of the Economic Impact of Project Courthouse in CChristi , Texas March 27, 2018 Prepared for: Corpus Christi Regional Economic Development Corporation One Shoreline Plaza 800 North Shoreline Suite 1300 South Corpus Christi, TX 78401 Prepared by: Impact DataSource 4709 Cap Rock Drive Austin, Texas 78735 (512) 892-0205 Fax (512) 892-2569 www.impactdatasource.com 3 IMPACT 1.111 ❑ata5ourca Table of Contents The Report: Introduction ...............................................................................................................3 Summary of the Results of the Analysis ....................................................................3 Description of the Facility ............................................................................................4 Economic Impact of the Firm ..................................................................................... 4 Costs and Benefits for Local Taxing Districts .............................................................5 Net Benefits to be Received by the City from the Firm and New Workers ...............8 Analysis of Possible Incentives that May be Offered to the Firm ............................... 8 Conductof the Analysis ............................................................................................... 9 About Impact DataSource ............................................................................................10 Data and Rates Used in the Analysis ............................................................................11 Schedules Showing the Results of Economic Impact Calculations ...............................18 Schedules Showing the Results of Costs and Benefits Calculations: Cityof Corpus Christi .................................................................................................23 NuecesCounty .......................................................................................................... 26 Corpus Christi Independent School District ...............................................................27 DelMar College ........................................................................................................... 29 HospitalDistrict ........................................................................................................... 29 Corpus Christi Crime Control District ...........................................................................30 CorpusChristi MTA ...................................................................................................... 31 Page 2 A Report of the Projected Economic Impact from Project Courthouse Introduction This report presents the results of an economic impact analysis performed by Impact DataSource,Austin, Texas. The analysis was to determine the impact that Project Courthouse will have on the economy of the Corpus Christi area and the costs and benefits for local taxing districts over the next ten years. Summary of the Results of the Analysis The analysis shows that the City of Corpus Christi will receive the following additional new net revenues from the company's facility in Corpus Christi and from direct and indirect workers over the next ten years: New Net Revenues for the City over Ten Years New net revenues $10,420,486 Present value of new net revenues $7,671,465 Type A Corporation Incentives The Type A corporation is considering incentives for the company to create engineering jobs in the city. These possible incentives may have the following average annual rate of return and payback period: Return and Payback on Tax Revenues for the City Net revenues for the City over the next five years $5,121,925 Net revenues for the City over the next ten years $10,420,486 Analysis of possible incentives for the firm: Average Annual Rate of Return Payback on the Period Type A of Corporation's Incentives Possible Investment to the City, Incentives Incentives in Years $3,000,000 34.7% 2.8 $4,000,000 26.1% 3.9 Page 3 Description of Facility Project Courthouse is the planned restoration of the old courthouse into a 4-star hotel. The current value of the property is$2,283,898 and the company will pay back taxes of$1.6 million to all local taxing districts. If$1.6 million in back taxes are paid to local taxing districts, each local taxing district may receive the following amounts of back taxes: City of Corpus Christi $383,068 Nueces County $194,604 Corpus Christi ISD $781,915 Del Mar College $163,771 Hospital District $76,642 Total $1,600,000 The company will invest$48 million in the facility. The facility expects annual lodging sales of$9,430,688. However, an estimated 40%of these lodging sales may be cannibalized from existing hotels in the city. Therefore, net new lodging sales $5,658,413 was used in this analysis. In addition, the facility will have annual sales subject to sales tax of$2.5 million. The facility will have 45 full time employees and an annual payroll of$2,769,000. The Economic Impact of the Company over the Next 10 Years The company, its workers and workers in indirect jobs created in the community will have the following economic impact on the Corpus Christi area over the next ten years: Economic Impact of the Company Operations Over the Next 10 Years Total number of new direct and indirect jobs to be retained/created 62 Number of direct and indirect workers who will move to the City 6 Number of new residents in the City 18 Number of new residential properties to be built in the City 2 Number of new students expected in Corpus Christi ISD 4 Salaries to be paid to direct and indirect workers $46,651,130 Taxable sales and purchases expected in the City $72,014,865 The value of new residential property to be built for direct and $537,792 indirect workers who move to the City by Year 10 The firm's property retained or added to local tax rolls $45,000,000 How this economic activity translates into costs and benefits for local taxing districts is discussed next. Page 4 Costs and Benefits for Local Taxing Districts over the Next 1 Years Local taxing districts can expect costs and benefits over the next ten years from operations of the firm, its workers and workers in indirect jobs created in the community. These costs and benefits are scheduled below, beginning with the revenues that will be received by local taxing districts. Revenues for Local Taxing Districts Public Revenues from the Firm's Operations over Next Ten Years Utility Sales Property Utility Franchise Taxes Taxes Revenues Fees City of Corpus Christi $990,204 $3,015,542 $3,887,286 $385,598 Nueces County $1,531,939 Corpus Christi ISD $6,155,293 Port of Corpus Christi $0 Del Mar College $1,289,219 Hospital District $603,328 Corpus Christi Crime Control District $90,019 Corpus Christi MTA $360,074 Total $1,440,297 $12,595,322 $3,887,286 $385,598 Additional Other State and Hotel Taxes Federal Occupancy and User School Total Taxes Fees Funding Revenues City of Corpus Christi $5,838,062 $19,709 $14,136,402 Nueces County $1,531,939 Corpus Christi ISD $261,376 $6,416,670 Port of Corpus Christi $0 Del Mar College $1,289,219 Hospital District $603,328 Corpus Christi Crime Control District $90,019 Corpus Christi MTA $360,074 Total $5,838,062 $19,709 $261,376 $24,427,651 Page 5 Costs for Local Taxing Districts While local taxing districts will receive revenues from the firm, its workers and from indirect workers, local districts may also incur additional costs. The following costs will be incurred over the next ten years, as a result of the firm's operations in Corpus Christi. Public Costs from the Firm's Operations Over the Next Ten Years Costs of Providing Monthly Cost of Costs of Utilities to the Municipal Providing Facility and Services for Services to New New to New Residents Residents Students Total City of Corpus Christi $3,692,921 $22,994 $3,715,916 Nueces County $0 Corpus Christi ISD $228,495 $228,495 Port of Corpus Christi $0 Del Mar College $0 Hospital District $0 Corpus Christi Crime $0 Control District Corpus Christi MTA $0 Total $3,692,921 $22,994 $228,495 $3,944,410 Page 6 Net Benefits for Local Taxing Districts The net benefits from the firm's operations for local taxing districts over the next 10 years will be as follows: Net Benefits Over the First 10 Years from the Firm's Operations Net Benefits Costs Benefits City of Corpus Christi $14,136,402 $3,715,916 $10,420,486 Nueces County $1,531,939 $0 $1,531,939 Corpus Christi ISD $6,416,670 $228,495 $6,188,175 Port of Corpus Christi $0 $0 $0 Del Mar College $1,289,219 $0 $1,289,219 Hospital District $603,328 $0 $603,328 Corpus Christi Crime Control District $90,019 $0 $90,019 Corpus Christi MTA $360,074 $0 $360,074 Total $24,427,651 $3,944,410 $20,483,241 Discounted Cash Flow for Local Taxing Districts The discounted cash flow over the next ten years for each taxing district from the firm's operations is shown below: Discounted Cash Flow Over the Next 10 Years City of Corpus Christi $7,671,465 Nueces County $1,170,141 Corpus Christi ISD $4,723,890 Port of Corpus Christi $0 Del Mar College $984,744 Hospital District $460,840 Corpus Christi Crime Control District $66,161 Corpus Christi MTA $264,643 Total $15,341,883 The above discounted cash flow or present value of net benefits is a way of expressing in today's dollars, dollars to be paid or received in the future. Today's dollar and a dollar to be received or paid at differing times in the future are not comparable because of the time value of money. The time value of money is the interest rate or each taxing district's discount rate. This analysis uses a discount rate of 6%to make the dollars comparable -- by expressing them in today's dollars or in present value. Page 7 Net Benefits to be Received by the City of Corpus Christi from(1)the Firm and (2) New Workers Over the First Ten Years The City of Corpus Christi will receive benefits from spending and investments by the firm and from spending by workers. These benefits, over the next 10 years, are shown below for these two categories. Schedule of Benefits for the City from the Firm and New Workers Benefits from: Total The Firm Workers Benefits Revenues: Sales taxes $765,696 $224,509 $990,204 Property taxes $2,985,669 $29,873 $3,015,542 Utility revenues $3,772,971 $114,315 $3,887,286 Utility franchise fees $380,868 $4,731 $385,598 Other taxes and user fees $19,709 $19,709 Hotel occupancy taxes $5,838,062 $5,838,062 Total revenues $13,743,265 $393,137 $14,136,402 Costs: Costs of providing utilities $3,584,322 $108,599 $3,692,921 Costs of providing municipal services $22,994 $22,994 for new residents Total costs: $3,584,322 $131,594 $3,715,916 Net benefits $10,158,943 $261,543 $10,420,486 Percent of total net benefits 97% 3% for the City Analysis of Possible Incentives that May be Offered to the Firm The Type A corporation is considering incentives for the company to create new jobs in the city. This analysis considers the possible Type A corporation's incentives that may be provided to the firm as a public investment for the benefit of the City. The returns on this investment are the additional net benefits that the City will receive from the firm, its workers and workers in indirect jobs created in the community, in the form of additional taxes and other revenues. Four calculations analyzing this investment were made-- net benefits, discounted cash flow, rate of return on investment and payback period. Total net benefits and discounted cash flow for the City are scheduled above. Rate of return on investment and payback period are discussed and scheduled below. Page 8 Rate of return on investment is the average annual rate of return, over each of the next ten years, that the City will receive from additional revenues as a result of the City's investment in the facility. Payback period is the number of years that it will take the City to recover the investment from revenues that the City will receive from the firm and its new direct and indirect employees. The average annual rates of return on investment over the next ten years and the investment payback period on the Type A corporation's possible incentives for the company are shown below: Return and Payback on Tax Revenues for the City Net revenues for the City over the next five years $5,121,925 Net revenues for the City over the next ten years $10,420,486 Analysis of possible incentives for the firm: Average Annual Rate of Return Payback on the Period Type A of Corporation's Incentives Possible Investment to the City, Incentives Incentives in Years $3,000,000 34.7% 2.8 $4,000,000 26.1% 3.9 Conduct of the Analysis This analysis was conducted by Impact DataSource using data, rates and information supplied by the firm to the Corpus Christi Regional Economic Development Corporation and other information supplied by the CCREDC. In addition, Impact DataSource used certain estimates and assumptions. Using this data,the economic impact from the facility and the costs and benefits for the City of Corpus Christi and other local taxing districts were calculated for a ten year period. In addition to the direct economic impact of the firm and its employees, spin-off or indirect and induced benefits were also calculated. Indirect jobs and salaries will be created in new or existing area firms, such as office supply companies and air conditioning service firms, that may supply goods and services to the firm. In addition, induced jobs and salaries are created in new or existing local businesses, such as retail stores,gas stations, banks, restaurants, and service companies that may supply goods and services to new workers and their families. To estimate the indirect and induced economic impact of the facility and its employees on the Corpus Christi Page 9 area, regional economic multipliers were used. Regional economic multipliers for Texas and areas of the state are included in the US Department of Commerce's Regional Input-Output Modeling System (RIMS II). Two types of regional economic multipliers were used in this analysis: an employment multiplier and an earnings multiplier. An employment multiplier was used to estimate the number of indirect and induced jobs created and supported in the Corpus Christi area. An earnings multiplier was used to estimate the amount of salaries to be paid to workers in these new indirect and induced jobs. The multipliers show the estimated number of indirect and induced jobs created for every one direct job at the facility and the amount of salaries paid to these workers for every dollar paid to a direct worker at the facility. The multipliers used in this analysis are the following: Employment multiplier 0.3833 Earnings multiplier 0.5038 About ImpactDataSource Impact DataSource is 24-year-old Austin economic consulting, research and analysis firm. The firm has conducted economic impact analyses of numerous projects in Texas and 39 other states. In addition, the firm has developed economic impact analysis computer programs for several clients, including the New Mexico Economic Development Department. The firm's principal,Jerry Walker, performed this economic impact analysis. He is an economist and has Bachelor of Science and Master of Business Administration degrees in accounting and economics from Nicholls State University,Thibodaux, Louisiana. Data used in the analysis, along with schedules of the results of calculations, are on the following pages. Page 10 Data and Rates Used in this Analysis Page 11 Community information and rates: City of Corpus Christi sales tax rate 1.375% Corpus Christi Crime Control District 0.125% Corpus Christi MTA 0.5% The City of Corpus Christi portion of the hotel/motel tax rate 9% Property tax rates per$100 of valuation: City of Corpus Christi 0.6062640 Nueces County and Farm to Market Road 0.3079910 Corpus Christi ISD 1.2375000 Port of Corpus Christi 0.0000000 Del Mar College 0.2591930 Hospital District 0.1212970 Expected inflation rate over the next 10 years 3% Discount rate used in analysis to compute discounted cash flows 6% Average taxable value of a single residential unit(single family or $225,000 multi-family)that may be built for some individuals moving to Corpus Christi Percent annual increase in the taxable value of residential and commercial 2% real property on local tax rolls over the next 10 years Marginal cost of providing municipal services, excluding $350 utilities, to each new household Estimated other taxes and user fees to be collected by the city from each $300 new household --those revenues that are in addition to sales and property taxes, utilities and utility franchise fees Annual increase expected in other city revenues and marginal costs 2% The city's annual water, wastewater, garbage collection and natural gas billings $1,740 per household, as estimated below: Estimated Utility Monthly Estimated Annual Billing Service Billing (Monthly billing x 12) Water $40 $480 Wastewater $40 $480 Garbage collection $25 $300 Natural gas $40 $480 Total $145 $1,740 Page 12 The city's annual cost of providing water, wastewater, garbage $1,653 collection and natural gas per household (95%of utility billings) Annual increase expected in utility billings 2% The estimated city's utility franchise fee percentages 4% Electricity 4% Cable 5% Telephone per line per month: Residential 2.26 Non-residential 5.09 Annual utility franchise fees collected from each household in the city, as $75.36 estimated below: Monthly Utility Utility Utility Estimated Franchise Franchise Estimated Annual Utility Monthly Fee Fee Franchise Fee Collections Service Billing Percentage Collections (Monthly collections x 12) Electricity $85 4% $3.40 $40.80 Cable $35 5% $1.75 $21.00 Telephone .5 line $2.26 $1.13 $13.56 per line per mo. Total $75.36 Corpus Christi ISD rates: Annual state, federal and other funding received by the district for $5,700 for each child enrolled Average annual cost of providing services to each child in the district $10,500 new child Average annual cost for each new child, as a percent of average cost 52% Page 13 Information on the Facility: Estimated taxable value of assets at the facility added to tax rolls each year: Business Real Personal Property Property Total Year 1 $33,750,000 $11,250,000 $45,000,000 Year 2 $0 $0 $0 Year 3 $0 $0 $0 Year 4 $0 $0 $0 Year 5 $0 $0 $0 Year 6 $0 $0 $0 Year 7 $0 $0 $0 Year 8 $0 $0 $0 Year 9 $0 $0 $0 Year 10 $0 $0 $0 Total $33,750,000 $11,250,000 $45,000,000 Estimated inventories subject to local property taxes: Year 1 $500,000 Year 2 $515,000 Year 3 $530,450 Year 4 $546,364 Year 5 $562,754 Year 6 $579,637 Year 7 $597,026 Year 8 $614,937 Year 9 $633,385 Year 10 $652,387 Estimated annual increase in the volume and value of inventories after Year 1 3% Taxable sales in Corpus Christi: Year 1 $2,500,000 Year 2 $2,575,000 Year 3 $2,652,250 Year 4 $2,731,818 Year 5 $2,813,772 Year 6 $2,898,185 Year 7 $2,985,131 Year 8 $3,074,685 Year 9 $3,166,925 Year 10 $3,261,933 Total $28,659,698 Page 14 Expected annual increase in taxable sales after the first year 3% The firm's additional local taxable purchases of supplies, materials and services $1,500,000 in the first year Annual increase in local taxable purchases after the first year 3% Estimated annual lodging sales Year 1 $5,658,413 Year 2 $5,828,165 Year 3 $6,003,010 Year 4 $6,183,100 Year 5 $6,368,593 Year 6 $6,559,651 Year 7 $6,756,440 Year 8 $6,959,134 Year 9 $7,167,908 Year 10 $7,382,945 Total $64,867,358 Expected annual increase in taxable sales after the first year 3% Estimated monthly utilities at the facility in the first year: Annual Monthly Water and sewer $34,200 $2,850 Solid waste $36,000 $3,000 Electricity $480,000 $40,000 Natural gas $120,000 $10,000 Estimated number of telephone lines at the facility 50 Estimated annual increase in utility usage and rates: Water 3% Wastewater 3% Solid waste 3% Electricity 3% Natural gas 3% Page 15 Number of full-time new workers hired at the facility each year: Number of New Jobs Total to be Workers at Created the Facility Year1 45 45 Year 2 0 45 Year 3 0 45 Year 4 0 45 Year 5 0 45 Year 6 0 45 Year 7 0 45 Year 8 0 45 Year 9 0 45 Year 10 0 45 Total 45 Number of workers who move to Corpus Christi to take job at the facility: Number of Employees Who Move to Corpus Christi Year 1 5 Year 2 0 Year 3 0 Year 4 0 Year 5 0 Year 6 0 Year 7 0 Year 8 0 Year 9 0 Year 10 0 Total 5 Annual payroll: Year 1 $2,769,000 Year 2 $2,838,225 Year 3 $2,909,181 Year 4 $2,981,910 Year 5 $3,056,458 Page 16 Percent of expected increase in employee salaries after Year 5 2.5% Multipliers for calculating the number of indirect and induced jobs and earnings in the area: Earnings 0.5038 Employment 0.3833 This cost-benefit analysis uses the above multipliers to project the indirect and induced benefits in the community as a result of the direct economic activity. The employment multiplier shows the number of spin-off jobs what will be created from each direct job. Similarly, the earnings multiplier estimates the salaries and wages to be paid to workers in these spin-off jobs for each$1 paid to direct workers. Percent employees to be hired in spin-off jobs created in the community 8% who will move to Corpus Christi Percent of workers who move to the community that will buy a new home or 30% require that new residential property be built for them The number of people in a typical worker's household 3 The number of school children in a typical worker's household 0.65 Percent of retail shopping by a typical worker in the City of Corpus Christi 80% Source: Data used in this analysis was furnished to Impact DataSource by the Corpus Christi Regional Economic Development Corporation. In addition, Impact DataSource estimates and assumptions were used. Page 17 Schedules Showing the Results of Economic Impact Calculations Page 18 Economic Impact of the Facility Number of local jobs and worker salaries to be paid: Direct Indirect Total Direct Indirect Total Year Jobs Jobs Jobs Salaries Salaries Salaries 1 45 17 62 $2,769,000 $1,395,022 $4,164,022 2 0 0 0 $2,838,225 $1,429,898 $4,268,123 3 0 0 0 $2,909,181 $1,465,645 $4,374,826 4 0 0 0 $2,981,910 $1,502,286 $4,484,196 5 0 0 0 $3,056,458 $1,539,843 $4,596,301 6 0 0 0 $3,132,869 $1,578,340 $4,711,209 7 0 0 0 $3,211,191 $1,617,798 $4,828,989 8 0 0 0 $3,291,471 $1,658,243 $4,949,714 9 0 0 0 $3,373,758 $1,699,699 $5,073,457 10 0 0 0 $3,458,102 $1,742,192 $5,200,293 Total 45 17 62 $31,022,164 $15,628,966 $46,651,130 Number of direct and indirect workers and their families who will move to the area and their children who will attend Corpus Christi ISD schools: New New Year Residents Students 1 18 4 2 0 0 3 0 0 4 0 0 5 0 0 6 0 0 7 0 0 8 0 0 9 0 0 10 0 0 Total 18 4 Page 19 Number of new residential properties that may be built in Corpus Christi for direct and indirect workers who will move to the community: New Residential Year Properties 1 2 2 0 3 0 4 0 5 0 6 0 7 0 8 0 9 0 10 0 Total 2 Local taxable spending on which sales taxes will be collected: Local Purchases of Construction The Facility's Materials and Direct and Local Furniture, Indirect Taxable Purchases Fixtures and Workers' Visitors' Sales at the and Taxable Year Equipment Spending Spending Facility Utilities Total 1 $2,953,125 $1,457,408 $0 $2,500,000 $2,100,000 $9,010,533 2 $0 $1,493,843 $0 $2,575,000 $2,163,000 $6,231,843 3 $0 $1,531,189 $0 $2,652,250 $2,227,890 $6,411,329 4 $0 $1,569,469 $0 $2,731,818 $2,294,727 $6,596,013 5 $0 $1,608,705 $0 $2,813,772 $2,363,569 $6,786,046 6 $0 $1,648,923 $0 $2,898,185 $2,434,476 $6,981,584 7 $0 $1,690,146 $0 $2,985,131 $2,507,510 $7,182,787 8 $0 $1,732,400 $0 $3,074,685 $2,582,735 $7,389,820 9 $0 $1,775,710 $0 $3,166,925 $2,660,217 $7,602,852 10 $0 $1,820,103 $0 $3,261,933 $2,740,024 $7,822,059 Total $2,953,125 $16,327,896 $0 $28,659,698 $24,074,147 $72,014,865 Page 20 Lodging revenues for the hotel: Lodging Year Revenues 1 $5,658,413 2 $5,828,165 3 $6,003,010 4 $6,183,100 5 $6,368,593 6 $6,559,651 7 $6,756,440 8 $6,959,134 9 $7,167,908 10 $7,382,945 Total $64,867,358 Taxable value of new residential property built for direct and indirect workers who move to the community and the increase in the value of the facility's property on local tax rolls: New Value of Total Residential Property at Taxable Year Property the Facility Property 1 $450,000 $44,375,000 $44,825,000 2 $459,000 $43,940,000 $44,399,000 3 $468,180 $43,518,950 $43,987,130 4 $477,544 $43,112,134 $43,589,677 5 $487,094 $42,719,840 $43,206,934 6 $496,836 $42,342,364 $42,839,201 7 $506,773 $41,980,008 $42,486,781 8 $516,909 $41,633,078 $42,149,987 9 $527,247 $42,426,889 $42,954,136 10 $537,792 $43,236,761 $43,774,552 Page 21 Schedules Showing the Results of Costs and Benefits Calculations Page 22 Costs and Benefits for the City of Corpus Christi: Benefits: Sales tax collections on spending: Local Purchases of Construction Materials and Direct and Furniture, Indirect Taxable The Facility's Fixtures and Workers' Visitors' Sales at the Local Year Equipment Spending Spending Facility Purchases Total 1 $40,605 $20,039 $0 $34,375 $28,875 $123,895 2 $0 $20,540 $0 $35,406 $29,741 $85,688 3 $0 $21,054 $0 $36,468 $30,633 $88,156 4 $0 $21,580 $0 $37,562 $31,552 $90,695 5 $0 $22,120 $0 $38,689 $32,499 $93,308 6 $0 $22,673 $0 $39,850 $33,474 $95,997 7 $0 $23,240 $0 $41,046 $34,478 $98,763 8 $0 $23,820 $0 $42,277 $35,513 $101,610 9 $0 $24,416 $0 $43,545 $36,578 $104,539 10 $0 $25,026 $0 $44,852 $37,675 $107,553 Total $40,605 $224,509 $0 $394,071 $331,020 $990,204 Property tax collections on: New Residential The Firm's Year Property Property Total 1 $2,728 $652,098 $654,826 2 $2,783 $266,392 $269,175 3 $2,838 $263,840 $266,678 4 $2,895 $261,373 $264,269 5 $2,953 $258,995 $261,948 6 $3,012 $256,707 $259,719 7 $3,072 $254,510 $257,582 8 $3,134 $252,406 $255,540 9 $3,197 $257,219 $260,415 10 $3,260 $262,129 $265,389 Total $29,873 $2,985,669 $3,015,542 Page 23 Costs and benefits for the City of Corpus Christi -Continued Utilities and utility franchise fees collected by the city from new residents and utility revenues(water and wastewater and natural gas)from the facility: Utility Franchise Year Utilities Fees Total 1 $200,640 $19,652 $220,292 2 $206,555 $20,233 $226,787 3 $212,645 $20,831 $233,475 4 $426,752 $42,427 $469,179 5 $439,444 $43,690 $483,134 6 $452,514 $44,991 $497,506 7 $465,975 $46,332 $512,306 8 $479,836 $47,712 $527,548 9 $494,111 $49,134 $543,245 10 $508,812 $50,598 $559,410 Total $3,887,286 $385,598 $4,272,884 Hotel-motel taxes collected from visitors and other taxes and user fees collected from new residents: Other Hotel-Motel Taxes and Total Other Year Taxes User Fees Revenues 1 $509,257 $1,800 $511,057 2 $524,535 $1,836 $526,371 3 $540,271 $1,873 $542,144 4 $556,479 $1,910 $558,389 5 $573,173 $1,948 $575,122 6 $590,369 $1,987 $592,356 7 $608,080 $2,027 $610,107 8 $626,322 $2,068 $628,390 9 $645,112 $2,109 $647,221 10 $664,465 $2,151 $666,616 Total $5,838,062 $19,709 $5,857,772 Page 24 Costs and benefits for the City of Corpus Christi -Continued Costs: The costs of providing services to new residents and the costs of utilities provided to the new residents and to the facility: Cost of Services to New Costs of Year Residents Utilities Total Costs 1 $2,100 $190,608 $192,708 2 $2,142 $196,227 $198,369 3 $2,185 $202,013 $204,198 4 $2,229 $405,415 $407,643 5 $2,273 $417,472 $419,745 6 $2,319 $429,889 $432,207 7 $2,365 $442,676 $445,041 8 $2,412 $455,844 $458,257 9 $2,460 $469,406 $471,866 10 $2,510 $483,372 $485,882 Total $22,994 $3,692,921 $3,715,916 Net Benefits for the City of Corpus Christi: Net Cumulative Year Benefits Costs Benefits Net Benefits 1 $1,510,070 $192,708 $1,317,362 $1,317,362 2 $1,108,021 $198,369 $909,652 $2,227,014 3 $1,130,453 $204,198 $926,255 $3,153,270 4 $1,382,532 $407,643 $974,889 $4,128,158 5 $1,413,512 $419,745 $993,767 $5,121,925 6 $1,445,577 $432,207 $1,013,370 $6,135,295 7 $1,478,758 $445,041 $1,033,717 $7,169,013 8 $1,513,088 $458,257 $1,054,831 $8,223,844 9 $1,555,420 $471,866 $1,083,554 $9,307,398 10 $1,598,969 $485,882 $1,113,088 $10,420,486 Total $14,136,402 $3,715,916 $10,420,486 Page 25 Benefits for Nueces County: Property Tax Collections on: New The Residential Facility's Year Property Property Total 1 $1,386 $331,275 $332,661 2 $1,414 $135,331 $136,745 3 $1,442 $134,034 $135,476 4 $1,471 $132,781 $134,252 5 $1,500 $131,573 $133,073 6 $1,530 $130,411 $131,941 7 $1,561 $129,295 $130,855 8 $1,592 $128,226 $129,818 9 $1,624 $130,671 $132,295 10 $1,656 $133,165 $134,822 Total $15,176 $1,516,763 $1,531,939 Total Benefits for the County: Total Cumulative Year Benefits Benefits 1 $332,661 $332,661 2 $136,745 $469,406 3 $135,476 $604,883 4 $134,252 $739,135 5 $133,073 $872,208 6 $131,941 $1,004,149 7 $130,855 $1,135,005 8 $129,818 $1,264,823 9 $132,295 $1,397,118 10 $134,822 $1,531,939 Total $1,531,939 Page 26 Costs and Benefits for the Corpus Christi ISD: Benefits,including property taxes and additional state and federal school funding: Property Tax Collections on: Additional New Residential The Facility's Total School Year Property Property Collections Funding Total 1 $5,569 $1,331,055 $1,336,624 $22,800 $1,359,424 2 $5,680 $543,758 $549,438 $23,484 $572,922 3 $5,794 $538,547 $544,341 $24,189 $568,529 4 $5,910 $533,513 $539,422 $24,914 $564,336 5 $6,028 $528,658 $534,686 $25,662 $560,347 6 $6,148 $523,987 $530,135 $26,431 $556,567 7 $6,271 $519,503 $525,774 $27,224 $552,998 8 $6,397 $515,209 $521,606 $28,041 $549,647 9 $6,525 $525,033 $531,557 $28,882 $560,440 10 $6,655 $535,055 $541,710 $29,749 $571,459 Total $60,976 $6,094,317 $6,155,293 $261,376 $6,416,670 Costs of educating children of new workers who move to the district: Costs of Educating Children Year of New Resident Workers 1 $21,840 2 $22,058 3 $22,279 4 $22,502 5 $22,727 6 $22,954 7 $23,184 8 $23,415 9 $23,650 10 $23,886 Total $228,495 Page 27 Costs and Benefits for Corpus Christi ISD-Continued Net Benefits for the School District: Net Cumulative Year Benefits Costs Benefits Net Benefits 1 $1,359,424 $21,840 $1,337,584 $1,337,584 2 $572,922 $22,058 $550,863 $1,888,447 3 $568,529 $22,279 $546,250 $2,434,698 4 $564,336 $22,502 $541,835 $2,976,532 5 $560,347 $22,727 $537,621 $3,514,153 6 $556,567 $22,954 $533,612 $4,047,766 7 $552,998 $23,184 $529,815 $4,577,580 8 $549,647 $23,415 $526,232 $5,103,812 9 $560,440 $23,650 $536,790 $5,640,602 10 $571,459 $23,886 $547,573 $6,188,175 Total $6,416,670 $228,495 $6,188,175 Page 28 Benefits for Del Mar College Property Tax Collections on: New Residential The Facility's Total Total Year Property Property Collections Benefits 1 $1,166 $278,788 $279,954 $279,954 2 $1,190 $113,889 $115,079 $115,079 3 $1,213 $112,798 $114,012 $114,012 4 $1,238 $111,744 $112,981 $112,981 5 $1,263 $110,727 $111,989 $111,989 6 $1,288 $109,748 $111,036 $111,036 7 $1,314 $108,809 $110,123 $110,123 8 $1,340 $107,910 $109,250 $109,250 9 $1,367 $109,968 $111,334 $111,334 10 $1,394 $112,067 $113,461 $113,461 Total $12,771 $1,276,448 $1,289,219 $1,289,219 Benefits for the Hospital District Property Tax Collections on: New Residential The Facility's Total Total Year Property Property Collections Benefits 1 $546 $130,467 $131,013 $131,013 2 $557 $53,298 $53,855 $53,855 3 $568 $52,787 $53,355 $53,355 4 $579 $52,294 $52,873 $52,873 5 $591 $51,818 $52,409 $52,409 6 $603 $51,360 $51,963 $51,963 7 $615 $50,920 $51,535 $51,535 8 $627 $50,500 $51,127 $51,127 9 $640 $51,463 $52,102 $52,102 10 $652 $52,445 $53,097 $53,097 Total $5,977 $597,351 $603,328 $603,328 Page 29 Benefits for Corpus Christi Crime Control District Sales tax collections on spending: Local Purchases of Construction The Facility's Materials and Direct and Local Furniture, Indirect Taxable Purchases Fixtures and Workers' Visitors' Sales at the and Taxable Year Equipment Spending Spending Facility Utilities Total 1 $3,691 $1,822 $0 $3,125 $2,625 $11,263 2 $0 $1,867 $0 $3,219 $2,704 $7,790 3 $0 $1,914 $0 $3,315 $2,785 $8,014 4 $0 $1,962 $0 $3,415 $2,868 $8,245 5 $0 $2,011 $0 $3,517 $2,954 $8,483 6 $0 $2,061 $0 $3,623 $3,043 $8,727 7 $0 $2,113 $0 $3,731 $3,134 $8,978 8 $0 $2,165 $0 $3,843 $3,228 $9,237 9 $0 $2,220 $0 $3,959 $3,325 $9,504 10 $0 $2,275 $0 $4,077 $3,425 $9,778 Total $3,691 $20,410 $0 $35,825 $30,093 $90,019 Total Benefits for Corpus Christi Crime Control District: Total Cumulative Year Benefits Benefits 1 $11,263 $11,263 2 $7,790 $19,053 3 $8,014 $27,067 4 $8,245 $35,312 5 $8,483 $43,795 6 $8,727 $52,522 7 $8,978 $61,500 8 $9,237 $70,737 9 $9,504 $80,241 10 $9,778 $90,019 Total $90,019 Page 30 Benefits for Corpus Christi MTA Sales tax collections on spending: Local Purchases of Construction The Facility's Materials and Direct and Local Furniture, Indirect Taxable Purchases Fixtures and Workers' Visitors' Sales at the and Taxable Year Equipment Spending Spending Facility Utilities Total 1 $14,766 $7,287 $0 $12,500 $10,500 $45,053 2 $0 $7,469 $0 $12,875 $10,815 $31,159 3 $0 $7,656 $0 $13,261 $11,139 $32,057 4 $0 $7,847 $0 $13,659 $11,474 $32,980 5 $0 $8,044 $0 $14,069 $11,818 $33,930 6 $0 $8,245 $0 $14,491 $12,172 $34,908 7 $0 $8,451 $0 $14,926 $12,538 $35,914 8 $0 $8,662 $0 $15,373 $12,914 $36,949 9 $0 $8,879 $0 $15,835 $13,301 $38,014 10 $0 $9,101 $0 $16,310 $13,700 $39,110 Total $14,766 $81,639 $0 $143,298 $120,371 $360,074 Total Benefits for Corpus Christi MTA: Total Cumulative Year Benefits Benefits 1 $45,053 $45,053 2 $31,159 $76,212 3 $32,057 $108,269 4 $32,980 $141,249 5 $33,930 $175,179 6 $34,908 $210,087 7 $35,914 $246,001 8 $36,949 $282,950 9 $38,014 $320,964 10 $39,110 $360,074 Total $360,074 Page 31 Corpus Christi RECIONAL ECONOMIC DEVELOPMENT CORPORATION APPLICATION FOR INCENTIVES Date of Application: Check All Incentives Applicant Is Applying For: ❑ Tax Abatement ❑ Chapter 380 Agreement ❑ Chapter 381 ❑ Municipal Management District ❑ Public Improvement District ❑ Industrial District ® Type A ® TIRZ ❑ Enterprise Zone ❑ Fast Track Permitting ❑ Industrial Revenue Bonds ❑ Large Retail/Mixed Use SECTION I — APPLICANT INFORMATION AND BUSINESS DESCRIPTION Company Name: Improvement Network Development Partners, LLC Address: 650 California Street Floor 7 City: San Francisco State: CA Zip: 94704 Authorized Contact Name: Stephen L. Goodman Title: Managing Director Mailing Address: 650 California Street, Floor 7 City: San Francisco State: CA Zip: 94704 Telephone: 415-879-9980 (office) 415-312-9864 (cell) Fax: 800-749-9020 E-mail Address: sgoodman@indevelopmentpartners.com Duns Number: NAICS: 72110 1.1 Indicate ownership of Applicant Company: Private ® Public ❑ 1.2 Indicate applicant's type of legal entity, e.g., proprietorship, partnership, joint venture, or corporation: Limited Liability Company 1.3 Identify applicant's state of registration or incorporation, if applicable: Texas 1.4 Identify business headquarters location (city, state): San Francisco, CA 1.5 Does/will the applicant own or lease the project land and/or facility: Own If leased, indicate lease term: Expiration date: 1.6 Indicate applicant's total workforce: Full-time: 2 Part-time: 10 (we are assuming "applicant" is the single purpose entity we formed to own this project) 1.7 Indicate applicant's existing County Appraisal District tax account numbers: Real Property: $2,283,989 (2018 value) Personal Property: 0 Inventory/Supplies: 0 1.8 Identify the owner(s) of the real and/or personal property if applicant is not the owner: n/a 1.9 Is the company delinquent in the payment of ad valorem taxes to any taxing unit located County: Yes ❑ ® No If yes, explain: SECTION II — PROJECT DESCRIPTION 2.1 Type of facility (check): ❑ Agribusiness ❑ Aviation ❑ Biotechnology ❑ Basic Industrial ❑ Manufacturing ❑ Service Facility ❑ Petrochemical Facility ❑ Regional Distribution Center ❑ Environmental Technology (clean or green technology) ❑ Telecommunication/Data Processing Center ® Visitor/Amusement Facility ❑ Significant Projects in targeted areas, including but not limited to mixed- use and multifamily housing ❑ Other- 2 Valid through 12/31/2018 2.2 Type of project: ❑ Retention ❑ Re-Location or New Location ❑ New Facility ❑ Existing Facility ® Expansion or Modernization 2.3 Fully describe the proposed project, including capital improvements (real and personal property) to be undertaken, the facility's use, and the product or service to be produced: Improvement Network Development Partners, LLC (INDP) is acquiring the Old Nueces County Courthouse located in the heart of downtown Corpus Christi, TX. INDP has completed a development plan to convert the existing courthouse building into an upscale Le Meridian Hotel. The plan includes the renovation of the existing 80,000 square foot building and the addition of 51 ,165 square feet for a 159 room 4-star hotel to include a full-service restaurant and bar, meeting spaces and other hotel amenities. 199 surface parking spaces will be added. 189 full-time construction jobs will be available during 2018 and 2019 through the completion of the project. Salaries will average $62,500 per person totaling approximately $14,765,625 for the 15 month construction period. 2.4 Zoning required for operation: C1 2.4.1 Current Zoning: C1 2.4.2 Is the property platted? Yes ® No ❑ 2.4.3 Is the property served by adequate infrastructure? Water: yes Wastewater: yes Storm Water:yes Gas: yes 2.4.4 Is a master plan amendment required before infrastructure can be extended? No 2.4.5 Are off-site traffic control improvements required? Yes ❑ No 2.5 Briefly justify how this incentive(s) is/are necessary for the project to be completed: This incentive is necessary for the economic viability of the project. The sponsor is contributing a significant amount of equity ($6.4MM) and is taking on $21MM in debt. The projects needs incentives to fill the gap in the capital requirements of$52.5MM. 2.6 Indicate project location (street address/legal description): 1101 N. Mesquite Street, Corpus Christi, TX Lots One through Twelve (1-12), both inclusive, in the Court House Block, Beach Portion of the City of Corpus Christi, Texas, according to the map or plat thereof, recorded in Volume A, Page 3, Map Records, Nueces County, Texas; SAVE AND EXCEPT, however, those certain parcels of land conveyed by the County of Nueces to 3 Valid through 12/31/2018 the State of Texas as a Road Right-of-Way Easement, by Instrument dated February 8, 1957, recorded in Volume 766, Page 138, Deed Record, Nueces County, Texas. 2.7 Provide a timeline for the project completion, indicate commencement and completion dates: The close on property acquisition is April 1, 2018. Commencement of construction is August 1, 2018 with completion expected by November 1, 2019. Opening is planned for November 15, 2019. SECTION III — PROJECT VALUATIONS 3.1 As provided by the Nueces County Appraisal District, indicate the appraised values of the following: Land (excluding acquisition costs) Value: $837,000 Date: 2018 Existing real property Value: $2,238,989 Date: 2018 Existing personal property Value: 0 Date: 3.2 Indicate the estimated project improvement values: Real property: $48M Personal property: $3.98M Inventory/supplies: $480K SECTION IV — PROJECT JOB CREATION 4.1 Number of new, permanent jobs to be created: Full-time: 45 Part-time: 30 189 full-time construction jobs will be created through November 2019. In addition to the 75 permanent positions, the project will offer 189 full-time construction jobs during the renovation. Additionally, over 30 indirect jobs will be created by various service providers. 4.2 Number of jobs retained: Full-time: 0 Part-time: 0 As this facility is currently unused, there are no existing positions. 4 Valid through 12/31/2018 4.3 Matrix of Existing and Proposed Employment, Gross Payroll, and Investment As of December 31, 2018 2019 2020 2021 2022 New Capital Investment (in millions) Building $8,796,000 $26,383,310 FFE 0 $4,460,000 Total $8,796,000 $30,848,310 The $39M reflects construction and FFES. The additional $11 M is for soft costs such as architecture and engineering. As of December 31, 2018 2019 2020 2021 2022 Employment Existing Jobs Full-time 0 Part-time 0 Total Existing 0 New Jobs Full-time 0 189 45 45 45 Part-time 0 0 30 30 30 Total Existing 0 189 75 75 75 Gross Payroll Existing Payroll (in millions) Full-time 0 Part-time 0 Total Existing 0 New Payroll (in millions) Full-time $4,921,875 $9,843,750 $2,110,500 $2,110,500 $2,110,500 Part-time $658,000 $658,000 $658,000 Total New $4,821,875 $9,843,750 $2,769,000 $2,769,000 $2,769,000 Average Wage/Year $62,500 $62,500 *Salary ranges vary dramatically depending on job classification and full or part time. Full time professional staff average approximately $90,000, middle -skilled workers average $48,000, and service workers earn about 29,000. 5 Valid through 12/31/2018 Will Benefits be available to all full time employees? Yes ® No ❑ If yes, please describe: Le Meridian employees receive medical, dental, 401K, free meals, vacation and paid holidays. 4.4 Indicate the project impact on the following job classifications: Number of Avg. Annual Number of Number of Full-Time Jobs Salary Positions Positions Created Retained Officials and $90,000 5 Managers Professionals $123,000 5 Technicians $50,000 4 Sales Office and $26,675 20 Clerical Craft Worker $24,500 8 (skilled) Operators (semi-skilled) Labors (unskilled) Service Workers $29,000 4 Totals: $343,175 46 4.5 Describe the benefits package to be offered to employees: Le Meridian employees receive medical, dental, 401K, free meals, vacation and paid holidays. 4.6 Describe the investment in training/education that will be made for jobs created: Del Mar Junior College offers degree and certificate programs in Culinary Arts, Baking/Pastry Specialization and Hospitality Management. Le Meridien is ideally located to work with the college to provide employment opportunities for graduates. Internship opportunities will also be available to Del Mar students. In addition, hotel management will provide intensive on-the-job training for staff. 6 Valid through 12/31/2018 SECTION V — OTHER PROJECT INFORMATION 5.1 Has the company or any of its affiliates been cited, currently under investigation, or have litigation pending for any violations of Federal, State, or Local laws, codes or ordinances: Yes ❑ No If yes, indicate the nature/status of violation(s): 5.2 Is any interest in the proposed project presently held by a member of the Corpus Christi City Council or other City official or employee: Yes ❑ No If yes, please indicate person: Valid through 12/31/2018 APPLICATION ATTACHMENTS The following information supports various application sections and is needed to fully evaluate the company for incentives. Applications will not be considered until all the required information is received: SECTION I — APPLICANT INFORMATION AND BUSINESS DESCRIPTION 1. Provide information regarding the applicant company's description, including corporate structure, the last three annual financial statements, and organization chart identifying affiliates and subsidiaries, if any. Improvement Network Development Partners (INDP) is a real estate development firm based in San Francisco, California with projects located throughout the United States. INDP is committed to innovative design, creative financing, intelligent development, and high-quality construction. INDP principals have a combined 60 plus years of experience in development, acquisitions, and real estate capital markets. INDP provides pre-development services, financing and project timing, team assembly, project management and construction management. INDP is a limited liability company. The last three years financial statements don't exist for the buyer as it is a newly formed Special Purpose entity. See organizational charts at end of application. SECTION II — PROJECT DESCRIPTION 2. Indicate property description and attach a map showing the location of the existing and proposed improvements and the legal description. Le Meridien is an adaptive historic multi-use redevelopment project of the Historic Nueces County Courthouse. Le Meridien will be a 206-room full-service hotel including a two-story restaurant, a junior ballroom and several meeting rooms. This renovation project will contribute to local initiatives in Corpus Christi including new public policy supporting downtown revitalization, the Harbor Bridge removal and relocation, and new state tax incentives for historic rehabilitation. The renovation of the old Nieces County Courthouse will also support the local efforts to revitalize downtown Corpus Christi in alignment with the Main Street City and Town Square initiatives. Site plans for this project are included at the end of the application. SECTION III — OTHER PROJECT INFORMATION 1 . Provide an assessment of the proposed project's environmental impact, and any remediation and/or compliance plan associated with the project, which 8 Valid through 12/31/2018 would have the effect of minimizing the negative impact of the project on the environment. Upon a thorough inspection, asbestos was detected in various products throughout the Historic Nueces County Courthouse. Appropriate abatement procedures will be used to remediate the hazards. 2. Please describe any other State or Federal incentives you are applying for with regard to this project: This project will draw on state and federal tax incentives, a Texas Historic Courthouse Preservation Project grant, Tax Credit Bridge Financing and an allocation from Nueces County for clean-up. 3. Include a letter of authorization for signing authority for the person signing this application. See below 9 Valid through 12/31/2018 Nueces County Courthouse Development Partners,LLC Organizational Structure Partners, ProjectLLC ` BeE(3)(4) Institutional Equity ManaLyer and Member Member To ■ �, 1 INDPCapitalProject ` e and I Member Provider Member F-Tovnship Capita7l e 10 Valid through 12/31/2018 amu. U cryca • ■ : • v , o CO a) C) .0 U y-+ C � (n N 0 M I m tf J O O O U r o v a� E O O � o ECD �Y g _ rr O C) m C Q C O CL U Q p 0 _ U ZV) 5D w� 11 Valid through 12/31/2018 Power St. T 4 1717 co O � II 1. c v I, » V)f o D F Os i V" W U j V W Z V main U) - }-, drop off H e 0 u.I U 43 < U � o r� Y 01 12 Valid through 12/31/2018 o, I i o I I ni m c.� Uj Power St LA Z) O 75 fA N N N f/I 2 m V U U s Nc a `m N N m D m LO m L NDN O C z u u(Q o 0 C d C � N a � a. N f zm 8 a w eZ y 2 Q F O U UN 4T! VU W Belden St. I 1•I i L I Lfill = F 11111 48 spaces li Imo— e ' AubCeY St. IU o y, w S T Fr S ¢ 3z U d a o NUR 13 Valid through 12/31/2018 se � �A O H U NOORPON PS EO 1852 AGENDA MEMORANDUM First Reading for the City Council Meeting of May 8, 2018 Second Reading for the City Council Meeting of May 15, 2018 DATE: April 26, 2018 TO: Margie C. Rose, City Manager THRU: Sylvia Carrillo-Trevino, Assistant City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361)826-3227 Authorization for Issuance of General Improvement Bonds to finance voter-approved Bond 2016 Projects CAPTION: Ordinance authorizing the issuance of "City of Corpus Christi, Texas General Improvement Bonds, Series 2018", in an aggregate principal amount not to exceed $18,350,000; levying a continuing direct annual ad valorem tax, within the limitations prescribed by law, for the payment of the bonds; prescribing the form, terms, conditions, and resolving other matters incident and related to the issuance, sale, and delivery of the bonds; including the approval and distribution of an official statement pertaining thereto; authorizing the execution of a paying agent/registrar agreement and a purchase contract; complying with the letter of representations on file with the depository trust company; and providing an effective date. PURPOSE: On November 8, 2016 the citizens of Corpus Christi approved a bond proposition in the amount of $18,350,000 This agenda item authorizes the issuance of these bonds to fund the projects associated with the proposition, as well as the cost of issuance of the bonds. BACKGROUND AND FINDINGS: On November 8, 2016, the voters of Corpus Christi approved the following proposition on the ballot. • Residential Street Rebuild $11,000,000 • Americans with Disabilities Act (ADA) Improvements $ 2,500,000 • Texas Department of Transportation (TxDOT) Participation & Mobility Improvements $ 2,350,000 • Developer Participation $ 2,500,000 TOTAL $18,350,000 The agenda item authorizes the sales of the bonds to fund these projects and delegates to the City Manager, Assistant City Manager, Director of Financial Services, and the City Attorney (i.e., "Authorized Representatives") the authority to effect the sale of the bonds subject to the following parameters: (1) the principal amount of each series of bonds may not exceed $18,350,000; (2) none of the bonds shall bear interest at a rate greater than 6% per year, and (3) the bonds must have a rating issued by a nationally recognized municipal securities ratings organization in one of the four highest rating categories. The City's bond counsel has confirmed that the City can delegate the sale of the bonds to the Authorized Representatives in the manner outlined above pursuant to the authority contained in Chapter 1371, as amended, Texas Government Code. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY/ NON-EMERGENCY: Issuance of municipal obligations are exempted from the City's charter provision regarding dual reading and/or emergency adoption provisions pursuant to the provisions of Section 1201.028, as amended, Texas Government Code. DEPARTMENTAL CLEARANCES: • Capital Programs • Bond Counsel • City Attorney's Office FINANCIAL IMPACT: ❑ Not Applicable ❑ Operating Expense X Revenue ❑ CIP Project to Date Exp. Current Future FISCAL YEAR: (CIP Only) Year Years TOTALS Budget - - - - Encumbered/Expended amount of(date) - - - - This item - $ 18,350,000 - $ 18,350,000 BALANCE - $ 18,350,000 - $ 18,350,000 FUND(S): CIP Fund(number to be determined after bond sale) COMMENTS: None RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance DRAFT 4/26/18 ORDINANCE NO. AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT BONDS, SERIES 2018", IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $18,350,000; LEVYING A CONTINUING DIRECT ANNUAL AD VALOREM TAX, WITHIN THE LIMITATIONS PRESCRIBED BY LAW, FOR THE PAYMENT OF THE BONDS; PRESCRIBING THE FORM, TERMS, CONDITIONS, AND RESOLVING OTHER MATTERS INCIDENT AND RELATED TO THE ISSUANCE,SALE,AND DELIVERY OF THE BONDS; INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING THERETO; AUTHORIZING THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT AND A PURCHASE CONTRACT; COMPLYING WITH THE LETTER OF REPRESENTATIONS ON FILE WITH THE DEPOSITORY TRUST COMPANY; AND PROVIDING AN EFFECTIVE DATE WHEREAS,the City Council (the City Councio of the City of Corpus Christi, Texas (the City) hereby finds and determines that general improvement bonds of the City, representing an allocation against the hereinafter described voted authorization in the total principal amount of $18,350,000 (being the principal amount of $ and a portion of the premium of $ ), should be issued and sold at this time, being the first and final installment of general improvement bonds approved and authorized to be issued at an election held on November 8, 2016, the respective authorized purposes and amounts authorized to be issued therefor, amounts previously issued, amounts being issued pursuant to this ordinance, and amounts remaining to be issued from such voted authorizations subsequent to the date hereof being as follows: Bonds Premium Date Amount Previously Issued allocated to Amount Voted Purpose Authorized Issued Bonds Herein Voted Unissued Authority 11-08-16 Prop.1:Streets,Bridges, $18,350,000 $0.00 $ $ $0.00 Sidewalks,and Drainage WHEREAS, the City Council intends to issue an aggregate principal amount of $ in general improvement bonds the proceeds of which will be utilized for the purposes of (i) making permanent public improvements and for public purposes as hereinafter described; and (ii) payment of the costs of issuance of the general improvement bonds; and WHEREAS,the City Council hereby finds and determines that the issuance of the general improvement bonds is in the best interests of the residents of the City,now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: 37089295.6 SECTION 1: A. Authorization - Designation - Principal Amount — Purpose — Delegation of Authority_. General improvement bonds of the City, in one or more series, shall be and are hereby authorized to be issued in the aggregate principal amount of AND NO/100 DOLLARS ($ ), to be designated and bear the title of "CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT BONDS, SERIES 2018" (the Bonds), for the purpose of(i)providing funds: to make permanent public improvements within the City for the purposes identified in the respective propositions approved by the City's voters at an election held on November 8, 2016 (the Election) and (ii) to pay the costs related to issuing the Bonds, all in conformity with the laws of the State of Texas, particularly Chapters 1251, 1331, and 1371 as amended, Texas Government Code, the Election, an ordinance adopted by the City Council on May 15, 2018, and the City's Home Rule Charter. B. Delegation of Authority to Authorized Representatives. As authorized by Chapter 1371, as amended,Texas Government Code(Chapter 13 71)the City Manager of the City, any Assistant City Manager,the City's Director of Financial Services,and the City Attorney(each of the foregoing, individually, an Authorized Representative) are hereby authorized, appointed, and designated as the officers of the City authorized to individually act on behalf of the City in selling and delivering the Bonds authorized herein and carrying out the procedures specified in this Ordinance, including approval of the aggregate principal amount of each maturity of the Bonds, the redemption provisions therefor, the rate of interest to be borne on the principal amount of each such maturity, and the Certificate Date (defined herein). Each Authorized Representative, acting for and on behalf of the City, is authorized to execute the Approval Certificate attached hereto as Schedule L The Bonds shall be issued in the principal amount not to exceed$18,350,000; the maximum maturity of the Bonds will be March 1,2048 and the true interest cost(as determined by federal arbitrage yield) shall not exceed a rate greater than 6.00%. Lastly, each Authorized Representative is authorized to select the bond insurer, if any, with respect to the Bonds. The execution of the Approval Certificate shall evidence the sale date of the Bonds by the City to the Purchasers (hereinafter defined) in accordance with the provisions of Chapter 1371. It is further provided,however,that notwithstanding the foregoing provisions,the Bonds shall not be delivered unless prior to their initial delivery, the Bonds have been rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for long term obligations, as required by Chapter 1371. Upon execution of the Approval Certificate, Bond Counsel is authorized to complete this Ordinance to reflect such final terms. SECTION 2: Fully Registered Obligations - Authorized Denominations - Stated Maturities - Interest Rates - Dated Date. The Bonds are issuable in fully registered form only, without coupons; shall be dated June 1,2018(the Dated Date)and shall be issued in denominations of $5,000 or any integral multiple thereof (within a Stated Maturity), shall be lettered "R" and numbered consecutively from One (1) upward, and the Bonds shall become due and payable on March 1 in each of the years and in principal amounts (the Stated Maturities) and bear interest on the unpaid principal amounts from the Dated Date, or from the most recent Interest Payment Date (hereinafter defined) to which interest has been paid or duly provided for, to the earlier of redemption or to Stated Maturity, at the per annum rates, while Outstanding (hereinafter defined), in accordance with the following schedule: 37089295.6 - 2 - Years of Principal Interest Stated Maturity Amounts ($) Rates 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 The Bonds shall bear interest on the unpaid principal amounts from the Closing Date (anticipated to be on or about June 14, 2018) or from the most recent Interest Payment Date to which interest has been paid or duly provided for, to Stated Maturity or prior redemption, while Outstanding, at the rates per annum shown in the above schedule(calculated on the basis of a 360- day year of twelve 30-day months). Interest on the Bonds shall be payable on March 1 and September 1 in each year(each, an Interest Payment Date), commencing March 1,2019,while the Bonds are Outstanding. SECTION 3: Payment of Bonds -Pang Agent/Registrar. The principal of,premium,if any,and the interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable, without exchange or collection charges to the Holder (hereinafter defined), appearing on the registration and transfer books maintained by the Paying Agent/Registrar (hereinafter defined), in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of, premium, if any, and interest on the Bonds shall be without exchange or collection charges to the Holder(as hereinafter defined)of the Bonds. 37089295.6 - 3 - The selection and appointment of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, to serve as the initial Paying Agent/Registrar (the Paying Agent/Registrar) for the Bonds is hereby approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent/Registrar books and records (the Security Register) for the registration, payment, and transfer of the Bonds, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached hereto in substantially final form, as Exhibit A hereto, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and provide a Paying Agent/Registrar at all times while the Bonds are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and shall be authorized by law to serve as a Paying Agent/Registrar. The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the City agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Bonds by United States mail, first-class postage prepaid, which notice shall also give the address of the corporate office of the successor Paying Agent/Registrar. Principal of, premium, if any, and interest on the Bonds, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the Bonds appearing on the Security Register(the Holder or Holders)maintained on behalf of the City by the Paying Agent/Registrar as hereinafter provided(i) on the Record Date (hereinafter defined) for purposes of payment of interest on the Bonds, (ii) on the date of surrender of the Bonds for purposes of receiving payment of principal thereof upon redemption of the Bonds or at the Bonds' Stated Maturity, and (iii) on any other date for any other purpose. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Bond for purposes of receiving payment and all other purposes whatsoever, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. Principal of and premium, if any, on the Bonds shall be payable only upon presentation and surrender of the Bonds to the Paying Agent/Registrar at its corporate trust office. Interest on the Bonds shall be paid to the Holder whose name appears in the Security Register at the close of business on the fifteenth day of the month next preceding an Interest Payment Date for the Bonds (the Record Date)and shall be paid(i)by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid,by the Paying Agent/Registrar,to the address of the Holder appearing in the Security Register or(ii) by such other method,acceptable to the Paying Agent/Registrar, requested in writing by the Holder at the Holder's risk and expense. If the date for the payment of the principal of, premium, if any, or interest on the Bonds shall be a Saturday, a Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Bonds was due. 37089295.6 - 4 - In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar,if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest(the Special Payment Date- which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5)business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder of a Bond appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4: Redemption. A. Mandatory Redemption of Bonds. The Bonds stated to mature on March 1, 20 and March 1, 20 , are referred to herein as the "Term Bonds". The Term Bonds are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Bond Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on March 1 in each of the years as set forth below: Term Bonds Term Bonds Stated to Mature Stated to Mature on March 1, 20 on March 1, 20 Principal Principal Year Amount($) Year Amount($) *Payable at Stated Maturity The principal amount of a Term Bond required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Bonds of such Stated Maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the City with money in the Bond Fund, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. B. Optional Redemption. The Bonds having Stated Maturities on and after March 1, 2028 shall be subject to redemption prior to Stated Maturity at the option of the City, on March 1, 2027, or on any date thereafter,in whole or in part, in principal amounts of$5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of redemption. 37089295.6 - 5 - C. Exercise of Redemption Option. At least forty-five (45) days prior to a date set for the redemption of Bonds (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of its decision to exercise the right to redeem Bonds, the principal amount of each Stated Maturity to be redeemed, and the date set for the redemption thereof. The decision of the City to exercise the right to redeem Bonds shall be entered in the minutes of the City Council of the City. D. Selection of Bonds for Redemption. If less than all Outstanding Bonds of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall select at random and by lot the Bonds to be redeemed, provided that if less than the entire principal amount of a Bond is to be redeemed,the Paying Agent/Registrar shall treat such Bond then subject to redemption as representing the number of Bonds Outstanding which is obtained by dividing the principal amount of such Bond by $5,000. E. Notice of Redemption. Not less than thirty (30)days prior to a redemption date for the Bonds, the Paying Agent/Registrar shall cause a notice of redemption to be sent by United States mail, first-class postage prepaid, in the name of the City and at the City's expense, by the Paying Agent/Registrar to each Holder of a Bond to be redeemed,in whole or in part,at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. This notice may also be published once in a financial publication,journal, or reporter of general circulation among securities dealers in the City of New York,New York(including,but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). All notices of redemption shall(i) specify the date of redemption for the Bonds,(ii) identify the Bonds to be redeemed and, in the case of a portion of the principal amount to be redeemed,the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Bonds, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Bonds, or the principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Bond is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as herein provided, such Bond(or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and if money sufficient for the payment of such Bonds (or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the purpose of such payment by the Paying Agent/Registrar, then on the redemption date designated in such notice, interest on said Bonds(or the principal amount thereof to be redeemed)called for redemption shall cease to accrue, and such Bonds shall not be deemed to be Outstanding in accordance with the provisions of this Ordinance. 37089295.6 - 6 - F. Transfer/Exchange of Bonds. Neither the City nor the Paying Agent/Registrar shall be required (i)to transfer or exchange any Bond during a period beginning forty-five (45) days prior to the date fixed for redemption of the Bonds or(ii)to transfer or exchange any Bond selected for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance of a Bond which is subject to redemption in part. SECTION 5: Execution-Registration. The Bonds shall be executed on behalf of the City by its Mayor or Mayor Pro Tem under the seal of the City reproduced or impressed thereon and attested by its City Secretary. The signature of any of said officers on the Bonds may be manual or facsimile. Bonds bearing the manual or facsimile signatures of individuals who were, at the time of the Dated Date, the proper officers of the City shall bind the City, notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Bonds to the Purchasers, all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Bond shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Bond either a certificate of registration substantially in the form provided in Section 8C, executed by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate of registration substantially in the form provided in Section 81), executed by the Paying Agent/Registrar by manual signature,and either such certificate upon any Bond shall be conclusive evidence, and the only evidence,that such Bond has been duly certified or registered and delivered. SECTION 6: Registration - Transfer - Exchange of Bonds - Predecessor Bonds. A Security Register relating to the registration, payment, transfer, or exchange of the Bonds shall at all times be kept and maintained by the City at the corporate trust office of the Paying Agent/Registrar, and the Paying Agent/Registrar shall obtain,record, and maintain in the Security Register the name and address of each Holder of the Bonds issued under and pursuant to the provisions of this Ordinance. Any Bond may, in accordance with its terms and the terms hereof, be transferred or exchanged for Bonds of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Bond to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of any Bond at the corporate trust office of the Paying Agent/Registrar, the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Bonds executed on behalf of, and furnished by,the City of authorized denominations and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Bond or Bonds surrendered for transfer. At the option of the Holder, Bonds may be exchanged for other Bonds of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Bonds surrendered for exchange upon surrender of the Bonds to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute, and the Paying Agent/Registrar shall 37089295.6 - 7 - register and deliver new Bonds executed on behalf of, and furnished by, the City to the Holder requesting the exchange. All Bonds issued upon any transfer or exchange of Bonds shall be delivered at the corporate trust office of the Paying Agent/Registrar, or be sent by registered mail to the Holder at his request, risk,and expense,and upon the delivery thereof,the same shall be the valid and binding obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Bonds surrendered upon such transfer or exchange. All transfers or exchanges of Bonds pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any fee, tax or other governmental charges required to be paid with respect to such transfer or exchange. Bonds canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be "Predecessor Bonds", evidencing all or a portion, as the case may be, of the same debt evidenced by the new Bond or Bonds registered and delivered in the exchange or transfer therefor. Additionally,the term Predecessor Bonds shall include any Bond registered and delivered pursuant to Section 17 in lieu of a mutilated, lost, destroyed, or stolen Bond which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Bond. SECTION 7: Initial Bond. The Bonds herein authorized shall be issued initially either(i) as a fully registered Bond in the total principal amount of $ with principal installments to become due and payable as provided in Section 2 and numbered T-1, or(ii) as one (1) fully registered Bond for each year of Stated Maturity in the applicable principal amount, interest rate, and denomination and to be numbered consecutively from T-1 and upward(the Initial Bond and, in either case, the Initial Bond shall be registered in the name of the Purchasers or the designee thereof. The Initial Bond shall be the Bond submitted to the Office of the Attorney General of the State of Texas for approval and certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the Purchasers. At any time after the delivery of the Initial Bond to the Purchasers, the Paying Agent/Registrar, upon written instructions from the Purchasers, or the designee thereof, shall cancel the Initial Bond delivered hereunder and exchange therefor definitive Bonds of like kind and denominations, Stated Maturities, principal amounts, and bearing applicable interest rates, and shall be lettered "R" and numbered consecutively from one (1)upward, for transfer and delivery to the Holders named and at the addresses identified therefor; all pursuant to and in accordance with and pursuant to such written instructions from the Purchasers, or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8: Forms. A. Forms Generally. The Bonds, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas,the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Bonds shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters,numbers, or other marks 37089295.6 - 8 - of identification (including insurance legends in the event the Bonds, or any Stated Maturities thereof, are insured, and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements(including insurance legends and any reproduction of an opinion of counsel)thereon as may, consistent herewith,be established by the City or determined by the officers executing the Bonds as evidenced by their execution thereof. Any portion of the text of any Bond may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Bond. The definitive Bonds shall be printed, lithographed, engraved, produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing the Bonds as evidenced by their execution thereof, but the Initial Bond submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. B. Form of Definitive Bond. REGISTERED REGISTERED PRINCIPAL AMOUNT NO. $ United States of America State of Texas Counties of Nueces,Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT BOND, SERIES 2018 Dated Date: Interest Rate: Stated Maturity: CUSIP NO: June 1, 2018 REGISTERED OWNER: PRINCIPAL AMOUNT: The City of Corpus Christi,Texas (the City), a body corporate and a municipal corporation located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received,acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above (the Holder), or the registered assigns thereof, on the Stated Maturity date specified above,the Principal Amount stated above(or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amount hereof(computed on the basis of a 360-day year of twelve 30-day months) from the Closing Date, or from the most recent Interest Payment Date(hereinafter defined)to which interest has been paid or duly provided for until such Principal Amount has become due and payment thereof has been made or duly provided for, to the earlier of redemption or Stated Maturity, while Outstanding, at the per annum rate specified above; such interest being payable on March 1 and September 1 in each year (each, an Interest Payment Date), commencing March 1, 2019. 37089295.6 - 9 - Principal and premium, if any, of this Bond shall be payable to the Holder, upon presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or its successor. Interest shall be payable to the Holder of this Bond (or one or more Predecessor Bonds, as defined in the Ordinance hereinafter referenced) whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date,which is the fifteenth day of the month next preceding the Interest Payment Date. All payments of principal of, premium, if any, and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail,first-class postage prepaid,to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar,requested by the Holder hereof at the Holder's risk and expense. This Bond is one of the series specified in its title issued in the aggregate principal amount of$ (the Bonds)pursuant to an ordinance adopted by the governing body of the City on May 15, 2018 (the Ordinance), for the purpose of providing funds for the purpose of. (i) providing funds: to make permanent public improvements within the City for the purposes identified in the respective propositions approved by the City's voters at an election held on November 8, 2016 (the Election) and (ii) to pay the costs related to issuing the Bonds, under and in strict conformity with the laws of the State of Texas, particularly Chapters 1251, 1331, and 1371, as amended, Texas Government Code, the Election, an ordinance adopted by the City Council on May 15, 2018, and the City's Home Rule Charter. As specified in the Ordinance,the Bonds stated to mature on March 1, 20 and March 1, 20 , are referred to herein as the "Term Bonds". The Term Bonds are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Bond Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on in each of the years as set forth below: Term Bonds Term Bonds Stated to Mature Stated to Mature on March 1, 20 on March 1, 20 Principal Principal Year Amount($) Year Amount($1 `Payable at Stated Maturity The principal amount of a Term Bond required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Bonds of such Stated Maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the 37089295.6 _ 10 - Paying Agent/Registrar at the request of the City with money in the Bond Fund, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. As specified in the Ordinance, the Bonds having Stated Maturities on and after March 1, 2028, shall be subject to redemption prior to Stated Maturity at the option of the City, on March 1, 2027, or on any date thereafter, in whole or in part in principal amounts of$5,000 or any integral multiple thereof (and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar) at the redemption price of par, together with accrued interest to the date of redemption, and upon thirty (30) days prior written notice being given by United States mail,first- class postage prepaid, to Holders of the Bonds to be redeemed, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Bond is subject to redemption prior to Stated Maturity and is in a denomination in excess of $5,000, portions of the principal sum hereof in installments of$5,000 or any integral multiple thereof may be redeemed, and,if less than all of the principal sum hereof is to be redeemed,there shall be issued, without charge therefor, to the Holder hereof, upon the surrender of this Bond to the Paying Agent/Registrar at its corporate trust office, a new Bond or Bonds of like Stated Maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Bond (or any portion of the principal sum hereof) shall have been duly called for redemption and notice of such redemption has been duly given, then upon such redemption date this Bond (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if the money for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption is held for the purpose of such payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable hereon from and after the redemption date on the principal amount hereof to be redeemed. If this Bond is called for redemption, in whole or in part, the City or the Paying Agent/Registrar shall not be required to issue, transfer, or exchange this Bond within forty-five (45)days of the date fixed for redemption; provided,however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof in the event of its redemption in part. The Bonds of this series are payable from the proceeds of an annual ad valorem tax levied within the limitations prescribed by law upon all taxable property within the City. Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Bonds; the terms and conditions relating to the transfer or exchange of this Bond; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Bond may be redeemed or discharged at or prior to its Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions thereof. Capitalized terms used herein have the same meanings assigned in the Ordinance. As provided in the Ordinance and subject to certain limitations contained therein,this Bond is transferable on the Security Register of the City, upon presentation and surrender of this Bond 37089295.6 - 11 - for transfer at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Bonds of the same Stated Maturity, of authorized denominations,bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii) on the date of surrender of this Bond as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity or its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date)will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest(the Special Payment Date -which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail,first-class postage prepaid,to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to or in the issuance of this Bond in order to render the same a legal, valid, and binding obligation of the City have been performed, exist, and have been done, in regular and due time, form, and manner, as required by the laws of the State of Texas and the Ordinance, and that the issuance of this Bond does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of, premium if any, and interest on the Bonds by the levy of a tax as aforestated. In case any provision in this Bond or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The terms and provisions of this Bond and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. [The remainder of this page intentionally left blank.] 37089295.6 - 12 - IN WITNESS WHEREOF, the City has caused this Bond to be duly executed under its official seal. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (CITY SEAL) [The remainder of this page intentionally left blank.] 37089295.6 - 13 - C. *Form of Registration Certificate of the Comptroller of Public Accounts to Appear on Initial Bond Only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF § PUBLIC ACCOUNTS § § REGISTER NO. THE STATE OF TEXAS § I HEREBY CERTIFY that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) * NOTE TO PRINTER: Do Not Print on Definitive Bonds. D. Form of Certificate of Pang Agent/Registrar to Appear on Definitive Bonds Only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Bond has been duly issued under the provisions of the within-mentioned Ordinance; the Bond or Bonds of the above-entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: THE BANK OF NEW YORK MELLON TRUST COMPANY,N.A., Dallas, Texas, as Paying Agent/Registrar By: Authorized Signature *NOTE TO PRINTER: Print on Definitive Bonds. 37089295.6 - 14 - E. Form of Assignmen . ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Bond in every particular. Signature guaranteed: F. Initial Bond. The Initial Bond shall be in the form set forth in paragraph B of this Section, except that the form of a single fully registered Initial Bond shall be modified as follows: (i) immediately under the name of the bond the headings "Interest Rate" and "Stated Maturity" shall both be completed"as shown below"; (ii) the first two paragraphs shall read as follows: REGISTERED OWNER: AND NO/100 DOLLARS PRINCIPAL AMOUNT: The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received,acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above (the Holder), or the registered assigns thereof, the Principal Amount stated above stated to mature on the first day of March in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Year of Principal Interest Stated Maturity Amount($1 Rate (Information to be inserted from schedule in Section 2 hereof). 37089295.6 - 15 - (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid principal installments hereof from the Closing Date(anticipated to be on or about June 14, 2018), or from the most recent Interest Payment Date to which interest has been paid or duly provided for until the Principal Amount has become due and payment thereof has been made or duly provided for,to the earlier of redemption or Stated Maturity, at the per annum rates of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on March 1 and September 1 of each year (each, an Interest Payment Date) commencing March 1, 2019. Principal of this Bond shall be payable to the Holder hereof, upon presentation and surrender, to Stated Maturity or prior redemption, while Outstanding, at the corporate trust office of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the Paying Agent/Registrar). Interest shall be payable to the Holder of this Bond whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding an Interest Payment Date. All payments of principal of,premium,if any,and interest on this Bond shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method,acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense. G. Insurance Legend. If bond insurance is obtained by the City or the Purchasers,the Definitive Bonds and the Initial Bond shall bear an appropriate legend as provided by the insurer to appear under the following header: [BOND INSURANCE] SECTION 9: Definitions. For all purposes of this Ordinance (as defined below), except as otherwise expressly provided or unless the context otherwise requires: (i)the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Sections 18 and 36 of this Ordinance have the meanings assigned to them in such Sections, and all such terms include the plural as well as the singular; (ii) all references in this Ordinance to designated"Sections"and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and (iii)the words "herein", "hereof', and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Authorized Representatives shall mean the City Manager of the City, an Assistant City Manager, the City's Director of Financial Services, and the City Attorney. B. The term Bond Fund shall mean the special fund created and established by the provisions of Section 10 of this Ordinance. C. The term Bonds shall mean the $ "CITY OF CORPUS CHRISTI, TEXAS GENERAL IMPROVEMENT BONDS, SERIES 2018" authorized by this Ordinance. 37089295.6 - 16 - D. The term City shall mean City of Corpus Christi,located in the Counties of Nueces, Aransas, Kleberg, and San Patricio, Texas and, where appropriate, the City Council of the City. E. The term Closing Date shall mean the date of physical delivery of the Initial Bond in exchange for the payment in full by the Purchasers. F. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest at the maximum rate permitted by the terms thereof and further assuming in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity,the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto. G. The term Depository shall mean an official depository bank of the City. H. The term Government Securities, as used herein, shall mean (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by, the United States of America; (ii)noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent; (iii)noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, or (iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Bonds. I. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Bond. J. The term Interest Payment Date shall mean the date semiannual interest is payable on the Bonds, being March 1 and September 1 of each year, commencing March 1, 2019, while any of the Bonds remain Outstanding. K. The term Ordinance shall mean this ordinance adopted by the City Council of the City on May 15, 2018. L. The term Outstanding when used in this Ordinance with respect to Bonds shall mean,as of the date of determination, all Bonds issued and delivered under this Ordinance, except: (1) those Bonds canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; 37089295.6 - 17 - (2) those Bonds for which payment has been duly provided by the City in accordance with the provisions of Section 17 of this Ordinance; and (3) those Bonds that have been mutilated, destroyed, lost, or stolen and replacement Bonds have been registered and delivered in lieu thereof as provided in Section 16 of this Ordinance. M. The term Purchasers shall mean the initial purchasers of the Bonds named in Section 17 of this Ordinance. N. The term Stated Maturity shall mean the annual principal payments of the Bonds payable on March 1 of each year the Bonds are Outstanding, as set forth in Section 2 of this Ordinance. SECTION 10: Bond Fund, Investments. For the purpose of paying the interest on and to provide a sinking fund for the payment, redemption and retirement of the Bonds, there shall be and is hereby created a special fund to be designated "GENERAL IMPROVEMENT BONDS, SERIES 2018 INTEREST AND SINKING FUND" (the Bond Fund), which Bond Fund shall be kept and maintained at the Depository, and money deposited in such Bond Fund shall be used for no other purpose and shall be maintained as provided in Section 18. Authorized Representatives of the City are hereby authorized and directed to make withdrawals from the Bond Fund sufficient to pay the principal of, premium, if any, and interest on the Bonds as the same become due and payable, or the purchase price thereof, and shall cause to be transferred to the Paying Agent/Registrar from money on deposit in the Bond Fund an amount sufficient to pay the amount of principal and/or interest stated to mature on the Bonds, such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the business day next preceding each interest and principal payment date for the Bonds. Pending the transfer of funds to the Paying Agent/Registrar, money deposited in any fund created and established pursuant to the provisions of this Ordinance may, at the option of the City. be placed in time deposits, certificates of deposit, guaranteed investment contracts, or similar contractual agreements, as permitted by the provisions of the Public Funds Investment Act, as amended,Chapter 2256, Texas Government Code,secured(to the extent not insured by the Federal Deposit Insurance Corporation)by obligations of the type hereinafter described, or be invested, as authorized by any law, including investments held in book-entry form,in securities including,but not limited to,direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage Association, Small Business Administration, or Federal Housing Association; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from any fund will be available at the proper time or times. All interest and income derived from deposits and investments in any fund established pursuant to the provisions of this 37089295.6 - 18 - Ordinance shall be credited to, and any losses debited to, such fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Bonds. SECTION 11: Levy of Taxes, Surplus Bond Proceeds. To provide for the payment of the Debt Service Requirements on the Bonds being(i) the interest on the Bonds and(ii) a sinking fund for their redemption at Stated Maturity or a sinking fund of 2% (whichever amount shall be the greater),there shall be and there is hereby levied for the fiscal year commencing October 1, 2018 and each succeeding year thereafter while the Bonds or any interest thereon shall remain Outstanding,a sufficient tax,within the limitations prescribed by law,on each one hundred dollars' valuation of taxable property in the City, adequate to pay such Debt Service Requirements, full allowance being made for delinquencies and costs of collection; said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Bond Fund and are thereafter pledged to the payment of the Bonds. The City Council hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay the Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness. The City hereby covenants and agrees to cause to be deposited in the Bond Fund prior to a principal and interest payment date for the Bonds, from the annual levy of an ad valorem tax or from other lawfully available funds, amounts sufficient to fully pay and discharge promptly each installment of interest and principal of the Bonds as the same accrues or matures or comes due by reason of Stated Maturity. Accrued interest, if any, received from the Purchasers of the Bonds shall be deposited to the Bond Fund and ad valorem taxes levied and collected for the benefit of the Bonds shall be deposited to the Bond Fund. Any surplus proceeds from the sale of the Bonds, including investment income thereon, not expended for authorized purposes shall be deposited in the Bond Fund, and such amounts so deposited shall reduce the sum otherwise required to be deposited in the Bond Fund from ad valorem taxes. SECTION 12: Security for Funds. All money on deposit in the funds for which this Ordinance makes provision(except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of the State of Texas for the security of public funds, and money on deposit in such funds shall be used only for the purposes permitted by this Ordinance. SECTION 13: Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Bond Fund or (b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Ordinance,the Holders of any of the Bonds shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other officers of the City to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. 37089295.6 - 19 - No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 14: Notices to Holders—Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States mail, first-class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail,neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 15: Cancellation. All Bonds surrendered for payment, redemption, transfer, exchange,or replacement,if surrendered to the Paying Agent/Registrar,shall be promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Bonds previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Bonds held by the Paying Agent/Registrar shall be destroyed as directed by the City. SECTION 16: Mutilated, Destroyed, Lost, and Stolen Bonds. If(1) any mutilated Bond is surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction,loss,or theft of any Bond,and(2) there is delivered to the City and the Paying Agent/Registrar such security or indemnity as may be required to save each of them harmless,then,in the absence of notice to the City or the Paying Agent/Registrar that such Bond has been acquired by a bona fide purchaser,the City shall execute and,upon its request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same Stated Maturity and interest rate and of like tenor and principal amount,bearing a number not contemporaneously Outstanding. In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due and payable, the City in its discretion may, instead of issuing a new Bond, pay such Bond. Upon the issuance of any new Bond or payment in lieu thereof,under this Section,the City may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses and charges (including attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Bond shall 37089295.6 - 20 - constitute a replacement of the prior obligation of the City,whether or not the mutilated,destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Bonds. SECTION 17: Sale of Bonds — Authorization of Purchase Contract— Official Statement Approval. The Bonds authorized by this Ordinance are hereby sold to Wells Fargo Bank, N.A., San Antonio, Texas, as the authorized representative of a group of underwriters (the Purchasers, and having all the rights, benefits, and obligations of a Holder) in accordance with the provisions of a Purchase Contract dated May 15, 2018 (the Purchase Contract) attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. The Initial Bond shall be registered in the name of Wells Fargo Bank,N.A. The pricing and terms of the sale of the Bonds are hereby found and determined to be the most advantageous reasonably obtainable by the City. The Mayor and each Authorized Representative is hereby authorized and directed to execute the Purchase Contract for and on behalf of the City and as the act and deed of the City Council, and in regard to the approval and execution of the Purchase Contract, the City Council hereby finds, determines and declares that the representations, warranties, and agreements of the City contained in the Purchase Contract are true and correct in all material respects and shall be honored and performed by the City. Delivery of the Bonds to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of the Purchase Contract. Furthermore, the City hereby ratifies, confirms, and approves in all respects (i) the City's prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in accordance with the Rule (hereinafter defined) and (ii)the use and distribution of the Preliminary Official Statement by the Purchasers in connection with the public offering and sale of the Bonds. The final Official Statement, being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale (together with such changes approved by any Authorized Representative), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute the final Official Statement, dated May 15,2018,in the reoffering, sale and delivery of the Bonds to the public. The Mayor and City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of the Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City and constitute the Official Statement authorized for distribution and use by the Purchasers. The proper officials of the City are hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Bonds. Proceeds from the sale of the Bonds shall be applied as follows: (1) Accrued interest on the Bonds (in the amount of$ ), received from the Purchasers, shall be deposited into the Bond Fund. (2) The City received a net original issue reoffering premium from the sale of the Bonds of $ which is hereby allocated by the City in the following manner: (A) 37089295.6 - 21 - $ to pay the Purchasers' compensation, (B)$ to pay the costs of issuance (including the contingency amount), (C) the remaining $ is allocated toward the City's voted authority and deposited as described in Paragraph (3)below. (3) The balance of the proceeds (including a portion of the premium in the amount of $ as described above and principal in the amount of $ , totaling $ ) derived from the sale of the Bonds (after paying costs of issuance) shall be deposited into the special construction account or accounts created for the projects to be constructed with the proceeds of the Bonds. This special construction account shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 10 of this Ordinance. Interest earned on the proceeds of the Bonds pending completion of construction of the projects financed with such proceeds shall be accounted for, maintained, deposited, and expended as permitted by the provisions of Chapter 1201, as amended, Texas Government Code, or as required by any other applicable law. Thereafter, such amounts shall be expended in accordance with Section 12 of this Ordinance. SECTION 18: Covenants to Maintain Tax-Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: Certificates means the "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2018A." Code means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. Computation Date has the meaning set forth in Section 1.148-1(b) of the Regulations. Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Bonds. Investment has the meaning set forth in Section 1.148-1(b) of the Regulations. Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Bonds are invested and which is not acquired to carry out the governmental purposes of the Bonds. Rebate Amount has the meaning set forth in Section 1.148-1(b) of the Regulations. Regulations means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Bonds. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. 37089295.6 - 22 - Yield of (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations; and (2) the Bonds means the combined yield of the Bonds and the Certificates,treated as a single issuance, as set forth in Section 1.148-4 of the Regulations. B. Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Bond to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Bond, the City shall comply with each of the specific covenants in this Section. C. No Private Use or Private Pam. Except to the extent that it will not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Bonds: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds of the Bonds, and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government,unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Bonds or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. D. No Private Loan. Except to the extent that it will not cause the Bonds to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Bonds to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be"loaned"to a person or entity if: (1)property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or 37089295.6 - 23 - similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except to the extent that it will not cause the Bonds to become "arbitrage bonds" within the meaning of section 148 of the Code and the Regulations and rulings thereunder,the City shall not at any time prior to the final Stated Maturity of the Bonds directly or indirectly invest Gross Proceeds in any Investment,if as a result of such Investment the Yield on any Investments acquired with Gross Proceeds(or with money replaced thereby),whether then held or previously disposed of, materially exceeds the Yield of the Bonds. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder,the City shall not take or omit to take any action which would cause the Bonds to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds(including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Bond is discharged. However, to the extent permitted by law,the City may commingle Gross Proceeds of the Bonds with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Bonds until six years after the final Computation Date. (3) As additional consideration for the purchase of the Bonds by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Bond Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Bonds equals (i) in the case of a Final Computation Date as defined in section 1.148-3(e)(2)of the Regulations, one hundred percent(100%)of the Rebate Amount on such date; and(ii) in the case of any other Computation Date, ninety percent(90%) of the Rebate Amount on such date. In all cases,the rebate payments shall be made at the times, 37089295.6 - 24 - in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038- T or such other forms and information as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and(3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it,interest thereon,and any penalty imposed under section 1.148-3(h) of the Regulations. I_ Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Bonds,enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Bonds not been relevant to either party. J. Bonds Not Hedge Bonds. (1) The City reasonably expects to spend at least 85% of the spendable proceeds of the Bonds within three years after such Bonds are issued. (2) Not more than 50% of the proceeds of the Bonds will be invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or more. K. Elections. The City hereby directs and authorizes any Authorized Representative, or any combination of them, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Bonds, in the Certificate as to Tax Exemption or similar or other appropriate certificate,form or document. Such elections shall be deemed to be made on the Closing Date. SECTION 19: Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Bonds, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease,terminate, and be discharged and satisfied. Bonds, or any principal amount(s) thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i)money sufficient to pay in full such Bonds or the principal amount(s) thereof at Stated Maturity or to the redemption date therefor,together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, and/or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities that mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient 37089295.6 - 25 - money,together with any money deposited therewith, if any,to pay when due the principal of and interest on such Bonds, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. In the event of a defeasance of the Bonds, the City shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, an independent accounting firm, or another qualified third party concerning the deposit of cash and/or Government Securities to pay,when due,the principal of, redemption premium (if any), and interest due on any defeased Bonds. As and to the extent applicable, if at all,the City covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Bonds to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 18 hereof). Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Bonds, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Bonds and remaining unclaimed for a period of three (3) years after the Stated Maturity or applicable redemption date of the Bonds such money was deposited and is held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. Notwithstanding any other provision of this Ordinance to the contrary,it is hereby provided that any determination not to redeem defeased Bonds that is made in conjunction with the payment arrangements specified in subsection(i)or(ii) above shall not be irrevocable,provided that: (1)in the proceedings providing for such defeasance, the City expressly reserves the right to call the defeased Bonds for redemption; (2) gives notice of the reservation of that right to the owners of the defeased Bonds immediately following the defeasance; (3)directs that notice of the reservation be included in any redemption notices that it authorizes; and (4) at the time of the redemption, satisfies the conditions of(i)or(ii)above with respect to such defeased debt as though it was being defeased at the time of the exercise of the option to redeem the defeased Bonds, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Bonds. SECTION 20: Ordinance a Contract — Amendments — Outstanding Bonds. The City acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Bonds. This Ordinance shall constitute a contract with the Holders from time to time, be binding on the City and its successors and assigns, and shall not be amended or repealed by the City so long as any Bond remains Outstanding except as permitted in this Section. The City may,without the consent of or notice to any Holders,from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the written consent of Holders holding a majority in aggregate principal amount of the Bonds then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided; however, that, without the consent of all Holders of 37089295.6 - 26 - Outstanding Bonds,no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of, premium, if any, and interest on the Bonds, reduce the principal amount thereof, the redemption price therefor, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of,premium,if any, or interest on the Bonds, (2) give any preference to any Bond over any other Bond, or(3) reduce the aggregate principal amount of Bonds required for consent to any such amendment, addition, or rescission. SECTION 21: Control and Custody of Bonds. The Mayor of the City shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas including the printing and supply of definitive Bonds and shall take and have charge and control of the Initial Bond pending its approval by the Attorney General of the State of Texas, the registration thereof by the Comptroller of Public Accounts of the State of Texas and the delivery thereof to the Purchasers. Furthermore, each Authorized Representative, any or all, are hereby authorized and directed to furnish and execute such documents relating to the City and its Financial affairs as may be necessary for the issuance of the Bonds, the approval of the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas and, together with the City's Financial Advisors, Bond Counsel, and the Paying Agent/Registrar, to make the necessary arrangements for the delivery of the Initial Bond to the Purchasers and the initial exchange thereof for definitive Bonds. SECTION 22: Printed Opinion. The Purchasers' obligation to accept delivery of the Bonds is subject to its being furnished a final opinion of Norton Rose Fulbright US LLP, San Antonio, Texas, as Bond Counsel, approving the Bonds as to their validity, said opinion to be dated and delivered as of the date of initial delivery and payment for the Bonds. Printing of a true and correct reproduction of said opinions on the reverse side of each of the Bonds is hereby approved and authorized. SECTION 23: CUSIP Numbers. CUSIP numbers may be printed or typed on the Bonds. It is expressly provided, however, that the presence or absence of CUSIP numbers on the Bonds shall be of no significance or effect as regards the legality thereof, and neither the City nor attorneys approving said Bonds as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the Bonds. SECTION 24: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City,Bond Counsel,Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City,the Paying Agent/Registrar, Bond Counsel, the Purchasers, and the Holders. SECTION 25: Inconsistent Provisions. All ordinances, orders, or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. 37089295.6 - 27 - SECTION 26: Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 27: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 28: Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 29: Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 30: Authorization of Paying Agent/Registrar Agreement. The City Council of the City hereby finds and determines that it is in the best interest of the City to authorize the execution of a Paying Agent/Registrar Agreement pertaining to the payment, exchange, registration, and transferability of the Bonds. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated herein by reference as fully as if recopied in its entirety in this Ordinance. SECTION 31: Incorporation of Preamble Recitals. The recitals contained in the preamble to this Ordinance are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council. SECTION 32: Book-Entry-Only . sem. The Bonds shall initially be registered so as to participate in a securities depository system(the DTC System)with the Depository Trust Company, New York, New York, or any successor entity thereto (DTC), as set forth herein. Each Stated Maturity of the Bonds shall be issued (following cancellation of the Initial Bond described in Section 7)in the form of a separate single definitive Bond. Upon issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Bonds shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit D (the Representation Letter). With respect to the Bonds registered in the name of Cede & Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds the Bonds from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds (an Indirect Participant). Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to: (i) the accuracy of the records of DTC, Cede & Co., 37089295.6 - 28 - or any Depository Participant with respect to any ownership interest in the Bonds; (ii)the delivery to any Depository Participant or any other person, other than a registered owner of the Bonds, as shown on the Security Register, of any notice with respect to the Bonds, including any notice of redemption; or (iii) the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Bond, of any amount with respect to principal of,premium, if any, or interest on the Bonds. While in the DTC System, no person other than Cede & Co., or any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the obligation of the City to make payments of principal,premium,if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder, the word"Cede & Co." in this Ordinance shall refer to such new nominee of DTC. In the event that: (a) the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter; (b) the Representation Letter shall be terminated for any reason; or (c) DTC or the City determines that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the City shall notify the Paying Agent/Registrar, DTC, and DTC Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Bonds shall no longer be restricted to being registered in the name of Cede & Co., as nominee of DTC. At that time, the City may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the City, or such depository's agent or designee, and if the City and the Paying Agent/Registrar do not select such alternate securities depository system then the Bonds may be registered in whatever name or names the Holders of Bonds transferring or exchanging the Bonds shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede&Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 33: Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural,words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 34: Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or, for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. 37089295.6 - 29 - SECTION 35: No Recourse Against City Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Bond or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Bond. SECTION 36: Continuing Disclosure Undertaking. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: EMMA means the MSRB's Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http://www.emma.msrb.org. MSRB means the Municipal Securities Rulemaking Board. Rule means SEC Rule 15c2-12, as amended from time to time. SEC means the United States Securities and Exchange Commission. B. Annual Reports. The City shall file annually with the MSRB, (1) within six months after the end of each fiscal year of the City ending in or after 2018,financial information and operating data with respect to the City of the general type included in the final Official Statement authorized by Section 17 of this Ordinance,being the information described in Exhibit C hereto, and(2)if not provided as part such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements so to be provided shall be (i) prepared in accordance with the accounting principles described in Exhibit C hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period, then the City shall file unaudited financial statements within such period and audited financial statements for the applicable fiscal year to the MSRB,when and if the audit report on such financial statements becomes available. Under current Texas law,including,but not limited to,Chapter 103,as amended,Texas Local Government Code, the City must have its records and accounts audited annually and shall have an annual financial statement prepared based on the audit. The annual financial statement, including the auditor's opinion on the statement, shall be filed in the office of the City Secretary within 180 days after the last day of the City's fiscal year. Additionally, upon the filing of this financial statement and the annual audit, these documents are subject to the Texas Open Records Act, as amended, Texas Government Code, Chapter 552. If the City changes its fiscal year, it will file notice thereof with the MSRB of the change (and of the date of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. 37089295.6 - 30 - C. Notice of Certain Events. The City shall file notice of any of the following events with respect to the Bonds to the MSRB in a timely manner and not more than 10 business days after occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) Modifications to rights of holders of the Bonds,if material; (8) Bond calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Bonds, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) Appointment of a successor or additional paying agent/registrar or the change of name of a paying agent/registrar, if material. For these purposes, any event described in the immediately preceding paragraph (12) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but 37089295.6 - 31 - subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. The City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person"with respect to the Bonds within the meaning of the Rule, except that the City in any event will give notice of any deposit that causes the Bonds to be no longer Outstanding. The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing their obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity,nature, status, or type of operations of the City,but only if(1)the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments 37089295.6 - 32 - or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a)the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders and beneficial owners of the Bonds. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds, giving effect to (a) such provisions as so amended and (b) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, the City shall include with any amended financial information or operating data next provided in accordance with this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. E. Information Format—Incorporation by Reference. The City information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word-searchable portable document format(PDF)files that permit the document to be saved,viewed,printed, and retransmitted by electronic means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document)available to the public through EMMA or filed with the SEC. SECTION 37: Further Procedures. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Bonds,the Paying Agent/Registrar Agreement,the Purchase Contract, and the Official Statement. In addition, prior to the initial delivery of the Bonds, any Authorized Representative and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance and as described in the Official Statement necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance, (ii) obtain a rating from any of the national bond rating agencies, or (iii) obtain the approval of the Bonds by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any certificate shall cease to be such officer before the 37089295.6 - 33 - delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 38: Automatic Budget Amendments to Reflect Final Debt Service Payments. To the extent that the City Council has adopted an annual budget that includes payment of debt service on any Bonds issued (or to be issued) pursuant to this Ordinance based on the City's reasonable expectations and projections relative to those Bonds, such budget entries shall, upon the issuance of Bonds, be automatically adjusted to reflect actual debt service payments on those Bonds coming due during the period of time covered by such budget. Each Authorized Representative,or the designee thereof,is authorized to make such necessary budget entries and/or adjustments to reflect these final debt service amounts. SECTION 39: City's Consent to Provide Information and Documentation to the Texas MAC. The Municipal Advisory Council of Texas (the Texas MAC), a non-profit membership corporation organized exclusively for non-profit purposes described in section 501(c)(6) of the Internal Revenue Code and which serves as a comprehensive financial information repository regarding municipal debt issuers in Texas,requires provision of written documentation regarding the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas MAC and in compliance with applicable law,the City hereby consents to and authorizes any Authorized Representative, Bond Counsel to the City, and/or Financial Advisor to the City to provide to the Texas MAC information and documentation requested by the Texas MAC relating to the Bonds; provided, however, that no such information and documentation shall be provided prior to the Closing Date. This consent and authorization relates only to information and documentation that is a part of the public record concerning the issuance of the Bonds. SECTION 40: Effective Date. Pursuant to the provisions of Section 1201.028,as amended, Texas Government Code, this Ordinance shall be effective immediately upon adoption, notwithstanding any provision in the City's Home Rule Charter to the contrary concerning a multiple reading requirement for the adoption of ordinances. [The remainder of this page intentionally left blank.] 37089295.6 - 34 - PASSED,APPROVED AND ADOPTED on the 15th day of May, 2018. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary (CITY SEAL) APPROVED THIS 15th DAY OF MAY, 2018: Miles Risley, City Attorney [The remainder of this page intentionally left blank.] 37089295.6 S-1 THE STATE OF TEXAS § COUNTY OF NUECES I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 15th day of May, 2018, authorizing the issuance of the City's General Improvement Bonds, of a to be determined series,which ordinance is duly of record in the minutes of said City Council,and said meeting was open to the public, and public notice of the time,place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 551. EXECUTED UNDER MY HAND AND SEAL of said City, this the 15th day of May, 2018. City Secretary (CITY SEAL) 37089295.6 S-2 That the foregoing ordinance was read for the first time and passed to its second reading on this the 8th day of May, 2018, by the following vote: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Everett Roy Debbie Lindsey-Opel That the foregoing ordinance was read for the second time and passed finally on this the 15th day of May, 2018, by the following vote: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Everett Roy Debbie Lindsey-Opel PASSED AND APPROVED on this the 15th day of May, 2018. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor INDEX TO SCHEDULES AND EXHIBITS Schedule I Approval Certificate Exhibit A - Paying Agent/Registrar Agreement Exhibit B - Purchase Contract Exhibit C - Description of Annual Financial Information Exhibit D - DTC Letter of Representations 37089295.6 Index SCHEDULEI APPROVAL CERTIFICATE SEE TAB NO. 37089295.6 Schedule I-1 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT SEE TAB NO. 37089295.6 A-1 EXHIBIT B PURCHASE CONTRACT SEE TAB NO. 37089295.6 B-1 EXHIBIT C DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 36 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: (1) The City's audited financial statements for the most recently concluded fiscal year or to the extent these audited financial statements are not available, the portions of the unaudited financial statements of the City appended to the Official Statement as Appendix B,but for the most recently concluded fiscal year. (2) All quantitative financial information and operating data with respect to the City of the general type included in the Official Statement under Tables numbered 1 through 6 and 8 through 12 ("Financial Information"). Accounting Principles The accounting principles referred to in such Section are the accounting principles described in the notes to the financial statements referred to above. 37089295.6 C-1 EXHIBIT D DTC LETTER OF REPRESENTATIONS SEE TAB NO. 37089295.6 D-1 se � �A O H U NOORPON PS EO 1852 AGENDA MEMORANDUM First Reading for the City Council Meeting of May 8, 2018 Second Reading for the City Council Meeting of May 15, 2018 DATE: April 26, 2018 TO: Margie C. Rose, City Manager THRU: Sylvia Carrillo-Trevino, Assistant City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361)826-3227 Authorization for Issuance of Certificates of Obligation for Streets and Facilities CAPTION: Ordinance authorizing the issuance of "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2018K in an amount not to exceed $15,750,000 for the purpose of financing costs associated with making permanent public improvements within the City; providing for the payment of said Certificates by the levy of an ad valorem tax upon all taxable property within the City and further securing said Certificates by a lien on and pledge of the pledged revenues of the Solid Waste System; providing the terms and conditions of said Certificates and resolving other matters incident and relating to the issuance, payment, security, sale, and delivery of said Certificates, including the approval and distribution of an Official Statement pertaining thereto; authorizing the execution of a paying agent/registrar agreement and a purchase contract; complying with the requirements of the letter of representations on file with the depository trust company; enacting other provisions incident and related to the subject and purpose of this ordinance; and providing an effective date. PURPOSE: The City plans on issuing up to $9,650,000 of certificates of obligation to finish the remaining 2014 Bond Projects. Additionally, the City plans on issuing up to $2,000,000 of certificates of obligation for the purpose making permanent public improvements to City facilities, and $4,100,000 for street improvements related to the Texas Department of Transportation's (TXDOT) Harbor Bridge Replacement Project. These will be sold in one issuance totaling $15,750,000. BACKGROUND AND FINDINGS: Bond 2014 Projects: At the August 16, 2016, City Council meeting, the City Council discussed issuing certificates of obligation to complete three projects from Bond 2014. The projects discussed were as follows: • Rodd Field & Yorktown $3,900,000 • Six Points 3,750,000 • Street Lighting Improvements 2,000,000 $9,650,000 Additionally, on January 24, 2017, the City Council approved a 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 tax-exempt or taxable obligations to be issued by the City in an aggregate amount not to exceed $9,650,000 for authorized purposes relating to constructing various City improvements. This agenda item is the first step in the process to acquire the funding for these projects. Facilities: The City's Facilities Department has reviewed project needs throughout the City's inventory. Major immediate needs include roofs, chillers, and other improvements recently impacted and exacerbated by Hurricane Harvey. The $2,000,000 would address the most immediate needs city-wide. Harbor Bridge Replacement Project Related Street Improvements: During a City Council workshop held on July 13, 2017, four City streets were identified that needed improvements in anticipation of increased traffic volumes associated with TXDOT's Harbor Bridge Replacement Project: • Comanche Street from Crosstown Expressway to Staples Street $1,300,000 • Lipan Street from Crosstown Expressway to Upper Broadway $1,100,000 • Surfside Boulevard from Coastal Avenue to Reef Avenue $ 900,000 • Timon Boulevard from Coastal Avenue to Sandbar Avenue $ 800,000 $4,100,000 Subsequently on August 15, 2017, the City Council approved a resolution relating to establishing the City's intention to reimburse itself for the prior lawful expenditure of funds relating to constructing various City improvements from the proceeds of one or more series of tax-exempt obligations to be issued by the City for authorized purposes in an aggregate amount not to exceed $4,100,000. Additionally at the same meeting on August 15, 2017, the City Council approved a resolution directing the City Manager to fund repair of selected streets impacted by the Harbor Bridge Replacement Project using the financing option which provides the lowest cost to the City. City staff researched whether this project could be funded through a State Infrastructure Bank loan (SIB) through TXDOT — that offers a lower cost of borrowing. However, that option was not feasible since the projects are nearing completion. Therefore, certificates of obligation were identified as the funding mechanism. The Certificates of Obligation Act provides that certificates of obligation can be sold for cash only in certain circumstances, such as to address a public emergency or if the certificates of obligation are benefitted by a revenue pledge. As a result, municipalities who do not fall under these emergency categories are required to pledge as additional security for their certificates of obligation, some source of revenue stream that is authorized to be pledged under Texas law. This pledge oftentimes takes the form of a limited amount ($1,000) that the Texas Attorney General accepts as satisfying this revenue pledge requirement. The alternative (since the contemplated public improvements are not emergencies) to not pledging a revenue source and selling the certificates of obligation for cash would be to exchange the certificates of obligation directly with the provider of the goods or services —which would be prohibitively cumbersome for the City. Because of this requirement in the Certificates of Obligation Act and under advisement of the City's bond counsel and the City's financial advisor, the City is proposing to pledge $1,000 (one time) of Solid Waste System revenue to these certificates of obligation. By doing so, the legal requirements of the Certificates of Obligation Act will be satisfied - with a nominal effect to the Solid Waste System. This Solid Waste System revenue pledge was disclosed in the City's notice of intention to issue these Certificates of Obligation. According to the Local Government Code, Section 271.049, prior to the issuance of the certificates of obligation, the City is required to publish notice of its intention to issue the certificates once a week for two consecutive weeks in a newspaper of general circulation, with the date of the first publication to be before the 30th day before the date set for passage of the ordinance to authorize the issuance of the certificates. The notices were in the Corpus Christi Caller-Times on March 25, 2018 and April 1, 2018. Thirty days after the date of the first publication is April 24, 2018, and so City Council action to approve this ordinance in its second reading is scheduled for May 15, 2018 and is in compliance with the Local Government Code. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY/ NON-EMERGENCY: Issuance of municipal obligations are exempted from the City's charter provision regarding dual reading and/or emergency adoption provisions pursuant to the provisions of Section 1201.028, as amended, Texas Government Code. DEPARTMENTAL CLEARANCES: • Facilities Department • Engineering Services • Financial Services • Bond Counsel • City Attorney's Office FINANCIAL IMPACT: ❑ Not Applicable ❑ Operating Expense X Revenue ❑ CIP Project to Date Exp. Current Future FISCAL YEAR: (CIP Only) Year Years TOTALS Budget - - - - Encumbered/Expended amount of(date) - - - - This item - $ 15,750,000 - $ 15,750,000 BALANCE - $ 15,750,000 - $ 15,750,000 FUND(S): CIP Fund(number to be determined after bond sale) COMMENTS: None RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance DRAFT 4/26/2018 ORDINANCE NO. AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2018A" IN AN AMOUNT NOT TO EXCEED $15,750,000 FOR THE PURPOSE OF FINANCING COSTS ASSOCIATED WITH MAKING PERMANENT PUBLIC IMPROVEMENTS WITHIN THE CITY; PROVIDING FOR THE PAYMENT OF SAID CERTIFICATES BY THE LEVY OF AN AD VALOREM TAX UPON ALL TAXABLE PROPERTY WITHIN THE CITY AND FURTHER SECURING SAID CERTIFICATES BY A LIEN ON AND PLEDGE OF THE PLEDGED REVENUES OF THE SOLID WASTE SYSTEM; PROVIDING THE TERMS AND CONDITIONS OF SAID CERTIFICATES AND RESOLVING OTHER MATTERS INCIDENT AND RELATING TO THE ISSUANCE, PAYMENT, SECURITY, SALE, AND DELIVERY OF SAID CERTIFICATES, INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING THERETO; AUTHORIZING THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT AND A PURCHASE CONTRACT; COMPLYING WITH THE REQUIREMENTS OF THE LETTER OF REPRESENTATIONS ON FILE WITH THE DEPOSITORY TRUST COMPANY; ENACTING OTHER PROVISIONS INCIDENT AND RELATED TO THE SUBJECT AND PURPOSE OF THIS ORDINANCE; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council of the City of Corpus Christi, Texas (the City) has caused notice to be given of its intention to issue certificates of obligation in the maximum principal amount not to exceed $15,750,000 for the purpose or purposes of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes to the extent of availability of funds, to-wit: (1) constructing, renovating, equipping, enlarging, and improving City streets, generally being Rodd Field, Yorktown, and Six Points Intersection (and related utilities repair, replacement, and relocation), including street lighting, curb, gutters, sidewalks, and drainage improvements necessary or incidental thereto; (2)designing, constructing, renovating, improving,reconstructing,restructuring, and extending streets,bridges, and sidewalks improvements(as well as necessary drainage improvements incidental thereto),relocating utilities, street lighting, technology improvements, and signage, acquiring lands and rights-of-way necessary for streets, bridges, and sidewalks, as the same relate to street improvements resultant from the construction of Harbor Bridge,to include Comanche Street from Crosstown Expressway to Staples Street, Lipan Street from Crosstown Expressway to Upper Broadway, Surfside Boulevard from Coastal Avenue to Reef Avenue, and Timon Boulevard from Coastal Avenue to Sandbar Avenue; (3) acquiring, purchasing, improving, constructing, renovating, enlarging, extending,equipping,or repairing various City facilities and projects(including roofs and chillers), maintenance facilities, and equipment for City crews and operations; (4)the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights-of-way for authorized needs and 29599891.6 purposes relating to the aforementioned projects; and (5) the payment of professional services related to the design, construction, management and financing of the aforementioned projects. This notice has been duly published in a newspaper hereby found and determined to be of general circulation in the City, once a week for two (2) consecutive weeks,the date of the first publication of such notice being not less than thirty (30) days prior to the tentative date stated therein for the final passage of the ordinance authorizing the issuance of such certificates of obligation; and WHEREAS, the City Council hereby finds and determines that the actions authorized hereby and the adoption of this Ordinance are in the best interest of the citizens of the City; and WHEREAS, no petition protesting the issuance of the certificates of obligation described in this notice, signed by at least 5% of the qualified electors of the City, has been presented to or filed with the City Secretary prior to the date tentatively set in such notice for the passage of this ordinance; and WHEREAS,the City Council hereby finds and determines that certificates of obligation in the principal amount of$ described in such notice should be issued and sold at this time; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1. A. Authorization - Designation - Principal Amount - Purpose. The certificates of obligation of the City shall be and are hereby authorized to be issued in the aggregate principal amount of AND NO/100 DOLLARS($ ),to be designated and bear the title of"CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2018A" (the Certificates), for the purpose or purposes of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes to the extent of availability of funds, to-wit(1) constructing, renovating, equipping, enlarging, and improving City streets, generally being Rodd Field, Yorktown, and Six Points Intersection (and related utilities repair, replacement, and relocation), including street lighting, curb, gutters, sidewalks, and drainage improvements necessary or incidental thereto; (2) designing, constructing, renovating, improving, reconstructing, restructuring, and extending streets, bridges, and sidewalks improvements (as well as necessary drainage improvements incidental thereto), relocating utilities, street lighting, technology improvements, and signage, acquiring lands and rights-of-way necessary for streets,bridges, and sidewalks, as the same relate to street improvements resultant from the construction of Harbor Bridge, to include Comanche Street from Crosstown Expressway to Staples Street, Lipan Street from Crosstown Expressway to Upper Broadway, Surfside Boulevard from Coastal Avenue to Reef Avenue, and Timon Boulevard from Coastal Avenue to Sandbar Avenue; (3) acquiring, purchasing, improving, constructing, renovating, enlarging, extending, equipping, or repairing various City facilities and projects (including roofs and chillers),maintenance facilities,and equipment for City crews and operations; (4) the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights-of- way for authorized needs and purposes relating to the aforementioned projects; and (5)the payment of professional services related to the design, construction,management and financing of the aforementioned projects, pursuant to the authority conferred by and in conformity with the 29599891.6 -2- laws of the State of Texas, particularly the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code Section 271.041 through Section 271.064, Section 363.135, as amended, Texas Health and Safety Code, Chapter 1371, as amended, Texas Government Code (Chapter 1371), and the City's Home Rule Charter. B. Delegation of Authority to Authorized Representatives. As authorized by Chapter 1371, the City Manager of the City, any Assistant City Manager, the City's Director of Financial Services, and the City Attorney (each of the foregoing, individually, an Authorized Representative) are hereby authorized, appointed, and designated as the officers of the City authorized to individually act on behalf of the City in selling and delivering the Certificates authorized herein and carrying out the procedures specified in this Ordinance, including approval of the aggregate principal amount of each maturity of the Certificates, the redemption provisions therefor, the rate of interest to be borne on the principal amount of each such maturity, and the Certificate Date (defined herein). Each Authorized Representative, acting for and on behalf of the City, is authorized to execute the Approval Certificate attached hereto as Schedule L The Certificates shall be issued in the principal amount not to exceed $15,750,000; the maximum maturity of the Certificates will be March 1, 2048 and the true interest cost (as determined by federal arbitrage yield) shall not exceed a rate greater than 6.00%. Lastly, each Authorized Representative is authorized to select the bond insurer,if any,with respect to the Certificates. The execution of the Approval Certificate shall evidence the sale date of the Certificates by the City to the Purchasers (hereinafter defined) in accordance with the provisions of Chapter 1371. It is further provided,however,that notwithstanding the foregoing provisions,the Certificates shall not be delivered unless prior to their initial delivery, the Certificates have been rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for long term obligations, as required by Chapter 1371. Upon execution of the Approval Certificate, Bond Counsel is authorized to complete this Ordinance to reflect such final terms. SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated Maturities - Interest Rates - Certificate Date. The Certificates are issuable in fully registered form only; shall be dated June 1, 2018 (the Certificate Date) and shall be issued in denominations of $5,000 or any integral multiple (within a Stated Maturity) thereof, and the Certificates shall become due and payable on March 1 in each of the years and in principal amounts (the Stated Maturities) and bear interest on the unpaid principal amounts from the Closing Date (anticipated to be on or about June 14, 2018), or from the most recent Interest Payment Date (hereinafter defined)to which interest has been paid or duly provided for,to the earlier of redemption or Stated Maturity, at the per annum rates,while Outstanding, in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates 2022 2023 2024 2025 2026 2027 29599891.6 -3- Years of Principal Interest Stated Maturity Amounts ($) Rates 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 The Certificates shall bear interest on the unpaid principal amounts from the Closing Date (anticipated to be on or about June 14, 2018), or from the most recent Interest Payment Date to which interest has been paid or duly provided for, to Stated Maturity or prior redemption while Outstanding, at the rates per annum shown in the above schedule (calculated on the basis of a 360-day year of twelve 30-day months). Interest on the Certificates shall be payable semiannually on March 1 and September 1 (each, an Interest Payment Date),commencing March 1, 2019,while the Certificates are Outstanding. SECTION 3. Payment of Certificates - Paving Agent/Registrar. The principal of, premium, if any, and interest on the Certificates, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of,premium,if any, and interest on the Certificates shall be without exchange or collection charges to the Holder(as hereinafter defined) of the Certificates. The selection and appointment of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, to serve as the initial Paying Agent/Registrar (the Paying Agent/Registrar) for the Certificates is hereby approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent/Registrar books and records (the Security Register)for the registration,payment and transfer of the Certificates, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached,in substantially final form, as Exhibit A hereto, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and provide a Paying Agent/Registrar at all times while the Certificates are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying Agent/Registrar. 29599891.6 -4- The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the City agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Certificates by United States mail, first-class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal of, premium, if any, and interest on the Certificates, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the Certificates appearing on the Security Register (the Holder or Holders) maintained on behalf of the City by the Paying Agent/Registrar as hereinafter provided(i) on the Record Date (hereinafter defined)for purposes of payment of interest thereon, (ii)on the date of surrender of the Certificates for purposes of receiving payment of principal thereof upon redemption of the Certificates or at the Certificates' Stated Maturity, and (iii) on any other date for any other purpose. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Certificate for purposes of receiving payment and all other purposes whatsoever, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. Principal of and premium, if any, on the Certificates shall be payable only upon presentation and surrender of the Certificates to the Paying Agent/Registrar at its corporate trust office. Interest on the Certificates shall be paid to the Holder whose name appears in the Security Register at the close of business on the fifteenth day of the month next preceding an Interest Payment Date for the Certificates (the Record Date) and shall be paid(i)by check sent on or prior to the appropriate date of payment by United States Mail,first-class postage prepaid,by the Paying Agent/Registrar, to the address of the Holder appearing in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested in writing by the Holder at the Holder's risk and expense. If the date for the payment of the principal of, premium, if any, or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Certificates was due. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar,if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest(the Special Payment Date- which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5)business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4. Redemption. 29599891.6 -5- A. Mandatory Redemption of Certificates. The Certificates stated to mature on March 1,20 and March 1,20 are referred to herein as the"Term Certificates". The Term Certificates are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Certificate Fund for such purpose and shall be redeemed in part,by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on March 1 in each of the years as set forth below: Term Certificates Term Certificates Stated to Mature Stated to Mature on March 1, 20 on March 1, 20 Principal Principal Year Amount($) Year Amount($1 `Payable at Stated Maturity. The principal amount of a Term Certificate required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Certificates of such Stated Maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and cancelled by the Paying Agent/Registrar at the request of the City with money in the Certificate Fund, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. B. Optional Redemption. The Certificates having Stated Maturities on and after March 1, 2028 shall be subject to redemption prior to Stated Maturity, at the option of the City, on March 1, 2027, or on any date thereafter, as a whole or in part, in principal amounts of$5,000 or any integral multiple thereof(and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of redemption. C. Exercise of Redemption Option. At least forty-five (45) days prior to a date set for the redemption of Certificates (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar),the City shall notify the Paying Agent/Registrar of its decision to exercise the right to redeem Certificates, the principal amount of each Stated Maturity to be redeemed, and the date set for the redemption thereof. The decision of the City to exercise the right to redeem Certificates shall be entered in the minutes of the City Council. D. Selection of Certificates for Redemption. If less than all Outstanding Certificates of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall select at random and by lot the Certificates to be redeemed, provided that if less than the entire principal amount of a Certificate is to be redeemed, the Paying Agent/Registrar shall treat 29599891.6 -6- such Certificate then subject to redemption as representing the number of Certificates Outstanding which is obtained by dividing the principal amount of such Certificate by $5,000. E. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Certificates, a notice of redemption shall be sent by United States mail, first-class postage prepaid, in the name of the City and at the City's expense, by the Paying Agent/Registrar to each Holder of a Certificate to be redeemed, in whole or in part, at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. This notice may also be published once in a financial publication, journal, or reporter of general circulation among securities dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). All notices of redemption shall (i) specify the date of redemption for the Certificates, (ii)identify the Certificates to be redeemed and,in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Certificates, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Certificates, or the principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Certificate is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as herein provided, such Certificate (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and if money sufficient for the payment of such Certificates (or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the purpose of such payment by the Paying Agent/Registrar, then on the redemption date designated in such notice, interest on the Certificates (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue and such Certificates shall not be deemed to be Outstanding in accordance with the provisions of this Ordinance. F. Transfer/Exchange of Certificates. Neither the City nor the Paying Agent/Registrar shall be required (1) to transfer or exchange any Certificate during a period beginning forty-five (45) days prior to the date fixed for redemption of the Certificates or (2) to transfer or exchange any Certificate selected for redemption,provided,however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance of a Certificate which is subject to redemption in part. SECTION 5. Execution - Registration. The Certificates shall be executed on behalf of the City by its Mayor or Mayor Pro Tem under its seal reproduced or impressed thereon and attested by its City Secretary or Assistant City Secretary. The signature of either of said officers on the Certificates may be manual or facsimile. Certificates bearing the manual or facsimile signatures of individuals who were, at the time of the Certificate Date, the proper officers of the 29599891.6 -7- City shall bind the City,notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Certificates to the Purchasers, all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Certificate either a certificate of registration substantially in the form provided in Section 8C,executed by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate of registration substantially in the form provided in Section 81), executed by the Paying Agent/Registrar by manual signature, and either such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly certified or registered and delivered. SECTION 6. Registration - Transfer - Exchange of Certificates - Predecessor Certificates. A Security Register relating to the registration,payment,transfer, or exchange of the Certificates shall at all times be kept and maintained by the City at the corporate trust office of the Paying Agent/Registrar, and the Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of every owner of the Certificates, or if appropriate, the nominee thereof. Any Certificate may, in accordance with its terms and the terms hereof, be transferred or exchanged for Certificates of other authorized denominations upon the Security Register by the Holder, in person or by his duly authorized agent, upon surrender of such Certificate to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of any Certificate at the corporate trust office of the Paying Agent/Registrar, the City shall execute and the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Certificates executed on behalf of, and furnished by, the City of authorized denominations and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Certificate or Certificates surrendered for transfer. At the option of the Holder, Certificates may be exchanged for other Certificates of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Certificates surrendered for exchange upon surrender of the Certificates to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Certificates are so surrendered for exchange,the City shall execute, and the Paying Agent/Registrar shall register and deliver new, the Certificates executed on behalf of, and furnished by, the City to the Holder requesting the exchange. All Certificates issued upon any transfer or exchange of Certificates shall be delivered at the corporate trust office of the Paying Agent/Registrar, or be sent by United States registered mail to the Holder at his request,risk, and expense, and upon the delivery thereof,the same shall be the valid and binding obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Certificates surrendered upon such transfer or exchange. 29599891.6 -8- All transfers or exchanges of Certificates pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Certificates canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Certificates, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Certificate or Certificates registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Certificates shall include any Certificate registered and delivered pursuant to Section 25 in lieu of a mutilated, lost, destroyed, or stolen Certificate which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Certificate. SECTION 7. Initial Certificate. The Certificates herein authorized shall be issued initially either (i) as a single fully registered Certificate in the total principal amount of $ with principal installments to become due and payable as provided in Section 2 and numbered T-1, or(ii) as one (1) fully registered Certificate for each year of Stated Maturity in the applicable principal amount, interest rate, and denomination and to be numbered consecutively from T-1 and upward (the Initial Certificate) and, in either case, the Initial Certificate shall be registered in the name of the Purchasers or the designee thereof. The Initial Certificate shall be the Certificates submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the Purchasers. Any time after the delivery of the Initial Certificate to the Purchasers, the Paying Agent/Registrar, pursuant to written instructions from the Purchasers or their designee, shall cancel the Initial Certificate delivered hereunder and exchange therefor definitive Certificates of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates on the unpaid principal amounts from the Certificate Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, to Stated Maturity, and shall be lettered "R" and numbered consecutively from one (1) upward for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the Purchasers, or the designee thereof,and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8. Forms. A. Forms Generally. The Certificates, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Certificates shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including insurance legends in the event the Certificates, or any Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of Bond Counsel)thereon as may, consistent herewith, be established by the City or determined by the officers executing the Certificates as evidenced by their execution thereof.Any portion of the text of any Certificate may 29599891.6 -9- be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Certificate. The definitive Certificates shall be printed, lithographed, or engraved, produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing the Certificates as evidenced by their execution thereof, but the Initial Certificate submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. [The remainder of this page intentionally left blank.] 29599891.6 -10- B. Form of Definitive Certificate. REGISTERED REGISTERED PRINCIPAL AMOUNT NO. $ United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATE OF OBLIGATION, SERIES 2018A Certificate Date: Interest Rate: Stated Maturity: CUSIP No. June 1, 2018 REGISTERED OWNER: PRINCIPAL AMOUNT: The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date specified above,the Principal Amount specified above (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid principal amount hereof from the Closing Date, or from the most recent Interest Payment Date (defined below) to which interest has been paid or duly provided for until such principal sum has become due and payment thereof has been made or duly provided for,to the earlier of redemption or Stated Maturity, at the per annum rate of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on March 1 and September 1 of each year, commencing March 1, 2019 (each, an Interest Payment Date). Principal and premium, if any, of this Certificate shall be payable to the Registered Owner hereof (the Holder), upon presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Certificate (or one or more Predecessor Certificates, as defined in the Ordinance hereinafter referenced) whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each Interest Payment Date. All payments of principal of and interest on this Certificate shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense. 29599891.6 -11- This Certificate is one of the series specified in its title issued in the aggregate principal amount of$ (the Certificates)pursuant to an Ordinance adopted by the governing body of the City (the Ordinance), for the purpose or purposes of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes to the extent of availability of funds, to-wit: (1) constructing, renovating, equipping, enlarging, and improving City streets, generally being Rodd Field, Yorktown, and Six Points Intersection (and related utilities repair, replacement, and relocation), including street lighting, curb, gutters, sidewalks,and drainage improvements necessary or incidental thereto; (2)designing,constructing, renovating,improving,reconstructing,restructuring, and extending streets,bridges, and sidewalks improvements(as well as necessary drainage improvements incidental thereto),relocating utilities, street lighting, technology improvements, and signage, acquiring lands and rights-of-way necessary for streets, bridges, and sidewalks, as the same relate to street improvements resultant from the construction of Harbor Bridge,to include Comanche Street from Crosstown Expressway to Staples Street, Lipan Street from Crosstown Expressway to Upper Broadway, Surfside Boulevard from Coastal Avenue to Reef Avenue, and Timon Boulevard from Coastal Avenue to Sandbar Avenue; (3) acquiring, purchasing, improving, constructing, renovating, enlarging, extending,equipping,or repairing various City facilities and projects(including roofs and chillers), maintenance facilities,and equipment for City crews and operations; (4)the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights-of-way for authorized needs and purposes relating to the aforementioned projects; and (5)the payment of professional services related to the design, construction, management and financing of the aforementioned projects, pursuant to the authority conferred by and in strict conformity with the laws of the State of Texas, particularly the Certificate of Obligation Act of 1971,as amended,Texas Local Government Code, Section 271.041 through 271.065, Section 363.135, as amended, Texas Health and Safety Code, Section 1371, as amended, Texas Government Code, and the City's Home Rule Charter. The Certificates stated to mature on March 1,20 and March 1,20 are referred to herein as the "Term Certificates". The Term Certificates are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Certificate Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on March 1 in each of the years as set forth below: Term Certificates Term Certificates Stated to Mature Stated to Mature on March 1, 20 on March 1, 20 Principal Principal Year Amount($) Year Amount($) *Payable at Stated Maturity. The principal amount of a Term Certificate required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Certificates of such Stated Maturity which, at least 50 days prior 29599891.6 -12- to the mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and cancelled by the Paying Agent/Registrar at the request of the City with money in the Certificate Fund, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. The Certificates stated to mature on and after March 1, 2028 may be redeemed prior to their Stated Maturities, at the option of the City, on March 1, 2027, or on any date thereafter, in whole or in part, in principal amounts of$5,000 or any integral multiple thereof(and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar) at the redemption price of par plus accrued interest to the date of redemption; provided, however, that at least thirty (30) days prior written notice shall be sent to the Holder of the Certificates to be redeemed by United States mail, first-class postage prepaid, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Certificate is subject to redemption prior to Stated Maturity and is in a denomination in excess of $5,000, portions of the principal sum hereof in installments of$5,000 or any integral multiple thereof may be redeemed, and, if less than all of the principal sum hereof is to be redeemed, there shall be issued, without charge therefor, to the Holder hereof,upon the surrender of this Certificate to the Paying Agent/Registrar at its corporate trust office, a new Certificate or Certificates of like Stated Maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Certificate (or any portion of the principal sum hereof) shall have been duly called for redemption and notice of such redemption has been duly given, then upon such redemption date this Certificate (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if the money for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption is held for the purpose of such payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable hereon from and after the redemption date on the principal amount hereof to be redeemed. If this Certificate is called for redemption, in whole or in part, the City or the Paying Agent/Registrar shall not be required to issue,transfer, or exchange this Certificate within forty-five (45) days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof in the event of its redemption in part. The Certificates of this series are payable from the proceeds of an ad valorem tax levied upon all taxable property within the City, within the limitations prescribed by law, and are further payable from and secured by a lien on and pledge of the Pledged Revenues (identified and defined in the Ordinance), being a limited amount of the Net Revenues derived from the operation of the City's solid waste management system (the System), such lien on and pledge of the limited amount of Net Revenues being subordinate and inferior to the lien on and pledge of such Net Revenues securing payment of the currently outstanding Limited Pledge Obligations and any Prior Lien Obligations, Junior Lien Obligations, Subordinate Lien Obligations, or Additional Limited Pledge Obligations hereafter issued by the City. In the Ordinance, the City reserves and retains the right to issue Prior Lien Obligations, Junior Lien Obligations, Subordinate Lien Obligations, and Additional Limited Pledge Obligations (all as identified and defined in the Ordinance), while the Certificates are Outstanding, without limitation as to principal amount but subject to any terms, conditions or restrictions as may be applicable thereto under law or otherwise. 29599891.6 -13- Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied and the revenues pledged for the payment of the Certificates;the terms and conditions under which the City may issue Prior Lien Obligations, Junior Lien Obligations, Subordinate Lien Obligations, and Additional Limited Pledge Obligations; the terms and conditions relating to the transfer or exchange of the Certificates; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holder; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which this Certificate may be redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions specified in the Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance. This Certificate, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register upon presentation and surrender at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Certificates of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii)on the date of surrender of this Certificate as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity or its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date)will be established by the Paying Agent/Registrar,if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest(the Special Payment Date-which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Certificate in order to render the same a legal, valid, and binding obligation of the City have been performed, exist, and have been done, in regular and due time, form, and manner, as required by the laws of the State of Texas and the Ordinance, and that issuance of the Certificates does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of, premium if any, and interest on the Certificates by the levy of a tax and collection of Pledged Revenues as aforestated. In case any provision in this Certificate or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability 29599891.6 -14- of the remaining provisions and applications shall not in any way be affected or impaired thereby. The terms and provisions of this Certificate and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. [The remainder of this page intentionally left blank.] 29599891.6 -15- IN WITNESS WHEREOF, the City has caused this Certificate to be duly executed under its official seal. CITY OF CORPUS CHRISTI, TEXAS By Mayor ATTEST: City Secretary (CITY SEAL) [The remainder of this page intentionally left blank.] 29599891.6 -16- C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Certificate Only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF § PUBLIC ACCOUNTS § § REGISTER NO. THE STATE OF TEXAS § I HEREBY CERTIFY that this Certificate has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) *NOTE TO PRINTER: Not to appear on printed Certificates. D. Form of Registration Certificate of Paying Agent/Registrar to Appear on Definitive Certificates Only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Certificate has been duly issued under the provisions of the within-mentioned Ordinance; the Certificate or Certificates of the above-entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: The Bank of New York Mellon Trust Company,N.A., Dallas, Texas, as Paying Agent/Registrar By: Authorized Signature *NOTE TO PRINTER: Print on Definitive Certificates. 29599891.6 -17- E. Form of Assi ng ment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular. Signature guaranteed: [The remainder of this page intentionally left blank.] 29599891.6 -18- F. The Initial Certificate shall be in the form set forth in par�a_�aph B of this Section, except that the form of a single fully registered Initial Certificate shall be modified as follows: (i) immediately under the name of the Certificate(s) the headings "Interest Rate" and"Stated Maturity" shall both be completed"as shown below"; (ii) first two paragraphs shall read as follows: REGISTERED PRINCIPAL REGISTERED AMOUNT NO. T-1 $ United States of America State of Texas Counties of Nueces,Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATE OF OBLIGATION, SERIES 2018A Certificate Date: Interest Rate: Stated Maturity: CUSIP No. June 1, 2018 As Shown Below As Shown Below REGISTERED OWNER: PRINCIPAL AMOUNT: The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above stated to mature on the first day of March in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates (Information to be inserted from schedule in Section 2 hereof) (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amounts hereof from the Closing Date (anticipated to be on or about June 14, 2018), or from the most recent Interest Payment Date (defined below) to which interest has been paid or duly provided for, until the principal amounts have become due and payment thereof has been made or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rates of interest specified above,computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on March 1 and September 1 of each year,commencing March 1,2019 (each, an Interest Payment Date). 29599891.6 -19- Principal of this Certificate shall be payable to the Registered Owner hereof(the Holder), upon its presentation and surrender, to Stated Maturity or prior redemption,while Outstanding, at the corporate trust office of The Bank of New York Mellon Trust Company,N.A., Dallas, Texas (the Paying Agent/Registrar). Interest shall be payable to the Holder of this Certificate whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each Interest Payment Date. All payments of principal of and interest on this Certificate shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder hereof. G. Form of Insurance Legend. If bond insurance is obtained by the City or the Purchasers for the Certificates, the Definitive Certificates and the Initial Certificate shall bear an appropriate legend as provided by the insurer to appear under the following header: [CERTIFICATE INSURANCE] SECTION 9. Definitions. For all purposes of this Ordinance(as defined below), except as otherwise expressly provided or unless the context otherwise requires: the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Sections 27 and 44 of this Ordinance have the meanings assigned to them in Sections 27 and 44 of this Ordinance, and all such terms, include the plural as well as the singular; (ii) all references in this Ordinance to designated"Sections"and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and (iii) the words "herein", "hereof', and "hereunder" and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Additional Limited Pledge Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation or other evidences of indebtedness hereafter issued by the City payable in part from a pledge of and lien on Pledged Revenues of the System which pledge of revenues is limited as further provided in Section 20 of this Ordinance, and (ii) any obligations hereafter issued to refund the foregoing as determined by the City Council in accordance with any applicable law. B. The term Authorized Representatives shall mean the City Manager of the City, an Assistant City Manager, the City's Director of Financial Services, and the City Attorney. C. The term Certificates shall mean the $ "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2018A" authorized by this Ordinance. D. The term Certificate Fund shall mean the special Fund created and established by the provisions of Section 10 of this Ordinance. E. The term City shall mean the City of Corpus Christi, located in Nueces, Aransas, Kleberg, and San Patricio Counties, Texas and,where appropriate, the City Council of the City. 29599891.6 -20- F. The term Closing Date shall mean the date of physical delivery of the Initial Certificate in exchange for the payment of the agreed purchase price for the Certificates. G. The term Collection Date shall mean,when reference is being made to the levy and collection of annual ad valorem taxes,the date the annual ad valorem taxes levied each year by the City become delinquent. H. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest at the maximum rate permitted by the terms thereof and further assuming in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity,the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto. L The term Depository shall mean an official depository bank of the City. J. The term Fiscal Year shall mean the annual financial accounting period for the System now ending on September 30th of each year; provided, however, the City Council may change such annual financial accounting period to end on another date if such change is found and determined to be necessary for accounting purposes or is required by applicable law. K. The term Government Securities, as used herein, shall mean (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by,the United States of America; (ii)noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent; (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent; or(iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Certificates. L. The term Gross Revenues for any period shall mean all income and revenues received by the City by virtue of its ownership and operation of the System, including, but not limited to, its rentals, fees, and other revenues resulting from the ownership of the System, including rentals received from leasing all or part of the System. However, it is expressly recognized that any such lease must comply with the requirements of the Code and existing regulations,published rulings, and court decisions. M. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Certificate. 29599891.6 -21- N. The term Interest Payment Date shall mean the date semiannual interest is payable on the Certificates, being March 1 and September 1 of each year, commencing March 1, 2019, while any of the Certificates remain Outstanding. O. The term Junior Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation, or any similar obligations hereafter issued by the City that are payable, in whole or in part, from and equally and ratably secured by a lien on and pledge of the Net Revenues of the System, such pledge being junior and inferior to the lien on and pledge of the Net Revenues of the System that may be pledged to the payment of any Prior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing the payment of the currently outstanding Limited Pledge Obligations (including the Certificates), or any Additional Limited Pledge Obligations hereafter issued by the City, all as further provided in Section 20 of this Ordinance and(ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by a junior and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with any applicable law. P. The term Limited Pledge Obligations shall mean (i) the outstanding and unpaid obligations of the City that are payable, in part, from and secured by a pledge of and lien on the Pledged Revenues of the System and designated as follows: (1) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2009", dated July 15, 2009, in the original principal amount of$8,460,000; (2) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2010", dated July 1, 2010, in the original principal amount of$3,000,000; and (3) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2015", dated October 1, 2015, in the original amount of$10,020,000; and (4) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2016", dated December 1, 2015, in the original amount of$2,000,000; and (5) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2016A", dated July 1, 2016, in the original amount of$16,430,000; and (6) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2017", dated May 1, 2017, in the original amount of$2,500,000; and (7) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2018B", dated June 1, 2018, in the original amount of$ ; and 29599891.6 -22- (8) Upon issuance, the Certificates; and (ii) obligations hereafter issued to refund any of the foregoing as determined by the City Council in accordance with any applicable law. Q. The term Maintenance and Operating Expenses shall mean the expenses of operation and maintenance, including all salaries, labor, materials, repairs and extensions necessary to maintain and operate the System; provided, however, that only such repairs and extensions as in the judgment of the City Council, reasonably and fairly exercised, are necessary to keep the System in operation and render adequate service to the City and the inhabitants thereof, or such as might be necessary to meet some physical action or condition which would otherwise impair the security of any bonds or other obligations payable from and secured,in whole or in part, by a lien on the Net Revenues derived from the ownership and operation of the System shall be deducted in determining Net Revenues. R. The term Net Revenues for any period shall mean the Gross Revenues of the System less the Maintenance and Operating Expenses of the System. S. The term Ordinance shall mean this ordinance as finally passed and adopted by the City Council of the City. T. The term Outstanding when used in this Ordinance with respect to Certificates shall mean, as of the date of determination, all Certificates issued and delivered under this Ordinance, except: (1) those Certificates canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Certificates for which payment has been duly provided by the City in accordance with the provisions of Section 29 of this Ordinance; and (3) those Certificates that have been mutilated, destroyed, lost, or stolen and replacement Certificates have been registered and delivered in lieu thereof as provided in Section 25 of this Ordinance. U. The term Pledged Revenues shall mean,while the Certificates remain Outstanding, an amount of Net Revenues not in excess of$1,000. The Pledged Revenues shall be deposited, allocated, and expended in accordance with Section 10 of this Ordinance. V. The term Pledged Revenue Amount shall mean the total amount, not to exceed $1,000 while the Certificates are Outstanding, of Net Revenues that may be transferred in whole or in part by the City in any given Fiscal Year(however, any amounts transferred prior to the final maturity date of the Certificates may not exceed the total amount of $1,000) to the Certificate Fund. W. The term Prior Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a prior and first lien on and pledge of 29599891.6 -23- the Net Revenues of the System,all as further provided in Section 20 of this Ordinance, and(ii) any obligations hereafter issued to refund the foregoing if issued in a manner so as to be payable from and equally and ratably secured by a prior and first lien on and pledge of the Net Revenues of the System as determined by the City Council in accordance with any applicable law. X. The term Purchasers shall mean the initial purchaser or purchasers of the Certificates named in Section 26 of this Ordinance. Y. The term Stated Maturity shall mean the annual principal payments of the Certificates payable on March 1 of each year the Certificates are Outstanding as set forth in Section 2 of this Ordinance. Z. The term Subordinate Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation, or any similar obligations hereafter issued by the City that are payable, in whole or in part, from and equally and ratably secured by a lien on and pledge of the Net Revenues of the System, such pledge being subordinate and inferior to the lien on and pledge of the Net Revenues of the System that may be pledged to the payment of any Prior Lien Obligations or Junior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing the payment of the currently outstanding Limited Pledge Obligations (including the Certificates), or any Additional Limited Pledge Obligations hereafter issued by the City, all as further provided in Section 20 of this Ordinance, and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by a subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with any applicable law. AA. The term System shall mean a plant, composting process plant,incinerator, sanitary landfill, transfer station, or other works and equipment that is acquired, installed, or operated to collect, handle, store, process, recover material or energy from, or dispose of solid waste, and includes sites for those works and equipment. SECTION 10. Certificate Fund- Investments. For the purpose of paying the interest on and to provide a sinking fund for the payment,redemption,and retirement of the Certificates,there shall be and is hereby created a special fund to be designated "COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, SERIES 2018A INTEREST AND SINKING FUND" (the Certificate Fund), which fund shall be kept and maintained at the Depository, and money deposited in such fund shall be used for no other purpose. Authorized Representatives of the City are hereby authorized and directed to make withdrawals from the Certificate Fund sufficient to pay the purchase price or the amount of principal of, premium, if any, and interest on the Certificates as the same become due and payable, or the purchase price thereof, and shall cause to be transferred to the Paying Agent/Registrar from money on deposit in the Certificate Fund an amount sufficient to pay the amount of principal and/or interest stated to mature on the Certificates, such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the business day next preceding each interest and principal payment date for the Certificates. The City, at its sole discretion,may deposit the Pledged Revenue Amount to the Certificate 29599891.6 -24- Fund. The Pledged Revenue Amount,if deposited, shall be expended annually to pay principal of and interest on the Certificates as the same become due and payable. This Pledged Revenue Amount shall be accounted for and transferred to the Paying Agent/Registrar in accordance with the provisions of the previous paragraph of this Section. Pending the transfer of funds to the Paying Agent/Registrar, money deposited in any fund created and established by this Ordinance may, at the option of the City,be placed in time deposits, certificates of deposit, guaranteed investment contracts, or similar contractual agreements, as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code, secured (to the extent not insured by the Federal Deposit Insurance Corporation)by obligations of the type hereinafter described, or be invested, as authorized by any law, including investments held in book-entry form, in securities, including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage Association, Small Business Administration, or Federal Housing Association; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from such fund will be available at the proper time or times. All interest and income derived from deposits and investments in any fund established pursuant to the provisions of this Ordinance shall be credited to, and any losses debited to, such fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Certificates. SECTION 11. Tax Levy. To provide for the payment of the Debt Service Requirements on the Certificates being (i) the interest on the Certificates and (ii) a sinking fund for their redemption at Stated Maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied for the current year and each succeeding year thereafter while the Certificates or any interest thereon shall remain Outstanding, a sufficient tax, within the limitations prescribed by law, on each one hundred dollars valuation of taxable property in the City, adequate to pay such Debt Service Requirements, full allowance being made for delinquencies and costs of collection; said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Certificate Fund and are thereafter pledged to the payment of the Certificates. The City Council hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay such Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness and obligations of the City. The amount of taxes to be provided annually for the payment of the principal of and interest on the Certificates shall be determined and accomplished in the following manner: A. Prior to the date the City Council establishes the annual tax rate and passes an ordinance levying ad valorem taxes each year, the City Council shall determine: 29599891.6 -25- (1) the amount of Debt Service Requirements to become due and payable on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year; (2) the amount on deposit in the Certificate Fund after (a) deducting therefrom the total amount of Debt Service Requirements to become due on Certificates prior to the Collection Date for the ad valorem taxes to be levied and(b) adding thereto the amount of the Pledged Revenues,if any, or any other lawfully available funds to be appropriated and allocated during such year to pay such Debt Service Requirements, if any, prior to the Collection Date for the ad valorem taxes to be levied; and (3) the amount of Pledged Revenues, if any, or any other lawfully available funds appropriated and set aside for the payment of the Debt Service Requirements on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding Fiscal Year. B. The amount of taxes to be levied annually each year to pay the Debt Service Requirements on the Certificates shall be the amount established in paragraph (1) above less the sum total of the amounts established in paragraphs (2) and (3), after taking into consideration delinquencies and costs of collecting such annual taxes. SECTION 12. Pledge of Pledged Revenues. The City hereby covenants and agrees that, subject to (i) any prior lien on and pledge of the Net Revenues of the System to the payment and security of any Prior Lien Obligations, Junior Lien Obligations, or Subordinate Lien Obligations hereafter issued by the City and(ii)the lien on and pledge of the Pledged Revenues (or such other limited amount of excess Net Revenues of the System)to the payment and security of the currently outstanding Limited Pledge Obligations, the Pledged Revenues are hereby irrevocably pledged to the payment of the principal of and interest on the Certificates and the pledge of Pledged Revenues herein made for the payment of the Certificates shall constitute a lien on the Pledged Revenues in accordance with the terms and provisions hereof and be valid and binding without any physical delivery thereof or further act by the City. SECTION 13. Revenue Fund. The City hereby covenants and agrees that all Gross Revenues derived from the operation of the System shall be kept separate and apart from all other funds, accounts and money of the City and shall be deposited as collected into the "CITY OF CORPUS CHRISTI, TEXAS SOLID WASTE MANAGEMENT SYSTEM REVENUE FUND" (the Revenue Fund. All money deposited in the Revenue Fund shall be pledged and appropriated to the extent required for the following purposes and in the order of priority shown: • First: to the payment of the reasonable and proper Maintenance and Operating Expenses of the System required by statute or ordinances authorizing the issuance of any indebtedness of the City to be a first charge on and claim against the Gross Revenues of the System; • Second: To the payment of the amounts that must be deposited in the special funds and accounts created and established for the payment, security, and benefit of any 29599891.6 -26- Prior Lien Obligations hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance; • Third: To the payment of the amounts that must be deposited in the special funds and accounts created and established for the payment, security, and benefit of any Junior Lien Obligations hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance; • Fourth: To the payment of the amounts that must be deposited in the special funds and accounts created and established for the payment, security, and benefit of any Subordinate Lien Obligations hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance; and • Fifth: To the payment of the amounts that may be deposited in the special funds and accounts established for the payment of the currently outstanding Limited Pledge Obligations, including the Certificates, and any Additional Limited Pledge Obligations hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance. Any Net Revenues remaining in the System Fund after satisfying the foregoing payments, or making adequate and sufficient provision for the payment, security and benefit thereof,may be appropriated and used for any other City purpose now or hereafter permitted by law. SECTION 14. Deposits to Certificate Fund — Surplus Certificate Proceeds. The City hereby covenants and agrees to cause to be deposited in the Certificate Fund prior to a principal and Interest Payment Date for the Certificates, from the Pledged Revenues in the System Fund, after the deduction of all payments required to be made to the special funds or accounts created for the payment,security, and benefit of the(i)any Prior Lien Obligations,Junior Lien Obligations, or Subordinate Lien Obligations hereafter issued by the City and (ii) the currently outstanding Limited Pledge Obligations and any Additional Limited Pledge Obligations hereafter issued by the City, any amounts budgeted to be paid therefrom in such Fiscal Year. Accrued interest, if any,received from the Purchasers of the Certificates shall be deposited to the Certificate Fund and ad valorem taxes levied and collected for the benefit of the Certificates shall be deposited to the Certificate Fund. In addition, any surplus proceeds,including investment income therefrom, from the sale of the Certificates not expended for authorized purposes shall be deposited in the Certificate Fund, and such amounts so deposited shall reduce the sums otherwise required to be deposited in said fund from ad valorem taxes. SECTION 15. Security of Funds. All money on deposit in the funds for which this Ordinance makes provision(except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of the State of Texas for the security of public funds, and money on deposit in such funds shall be used only for the purposes permitted by this Ordinance. SECTION 16. Maintenance of System - Insurance. The City covenants and agrees that while the Certificates remain Outstanding it will maintain and operate the System with all possible 29599891.6 -27- efficiency and maintain casualty and other insurance (including a system of self-insurance) on the properties of the System and its operations of a kind and in such amounts customarily carried by municipal corporations in the State of Texas engaged in a similar type of business and that it will faithfully and punctually perform all duties with reference to the System required by the laws of the State of Texas. All money received from losses under such insurance policies, other than public liability policies, are held for the benefit of the holders of the Certificates until and unless the proceeds are paid out in making good the loss or damage in respect of which such proceeds are received, either by replacing the property destroyed or repairing the property damaged, and adequate provision for making good such loss or damage must be made within ninety (90) days after the date of loss. The payment of premiums for all insurance policies required under the provisions hereof shall be considered Maintenance and Operating Expenses. Nothing in this Ordinance shall be construed as requiring the City to expend any funds which are derived from sources other than the operation of the System but nothing herein shall be construed as preventing the City from doing so. SECTION 17. Rates and Charges. The City hereby covenants and agrees with the Holders of the Certificates that rates and charges for solid waste collection services afforded by the System will be established and maintained to provide Gross Revenues sufficient at all times: A. to pay,together with any other lawfully available funds,all operating,maintenance, depreciation, replacement, betterment, and other costs incurred in the maintenance and operation of the System, including, but not limited to, Maintenance and Operating Expenses; B. to produce Net Revenues sufficient, together with any other lawfully available funds, to pay (i)the interest on and principal of any Prior Lien Obligations hereafter issued by the City as the same becomes due and payable and the amounts required to be deposited in any special fund created and established for the payment, security, and benefit thereof, (ii)the interest on and principal of any Junior Lien Obligations hereafter issued by the City as the same becomes due and payable and the amounts required to be deposited in any special fund created and established for the payment, security, and benefit thereof, (iii) the interest on and principal of any Subordinate Lien Obligations hereafter issued by the City as the same becomes due and payable and the amounts required to be deposited in any special fund created and established for the payment, security, and benefit thereof, and (iv) the amounts that may be deposited in the special funds established for the payment of the Limited Pledge Obligations or any Additional Limited Pledge Obligations hereafter issued by the City; and C. to pay other legally incurred indebtedness payable from the Net Revenues of the System and/or secured by a lien on the System or the Net Revenues thereof. SECTION 18. Records and Accounts - Annual Audit. The City further covenants and agrees that so long as any of the Certificates remain Outstanding it will keep and maintain separate and complete records and accounts pertaining to the operations of the System in which complete and correct entries shall be made of all transactions relating thereto, as provided by Chapter 363, as amended, Texas Health and Safety Code, or other applicable law. The Holders of the Certificates or any duly authorized agent or agents of the Holders shall have the right to inspect the System and all properties comprising the same. The City further agrees that, following the close of each Fiscal Year, it will cause an audit of such books and accounts to be made by an 29599891.6 -28- independent firm of certified public accountants. Expenses incurred in making the annual audit of the operations of the System are to be regarded as Maintenance and Operating Expenses. SECTION 19. Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Certificate Fund, or (b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Ordinance,the Holders of any of the Certificates shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other officers of the City to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 20. Issuance of Prior Lien Obligations - Junior Lien Obligations — Subordinate Lien Obligations—Additional Limited PledgeObli Obligations. The City hereby expressly reserves the right to hereafter issue bonds, notes, warrants, certificates of obligation, or similar obligations, payable, wholly or in part, as appropriate, from and secured by a pledge of and lien on the Net Revenues of the System with the following priorities,without limitation as to principal amount, but subject to any terms, conditions, or restrictions applicable thereto under existing ordinances, laws, or otherwise: A. Prior Lien Obligations payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues of the System; B. Junior Lien Obligations payable from and equally and ratably secured by a lien on and pledge of the Net Revenues that is junior and inferior to the lien on and pledge thereof securing the payment of any Prior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing the payment of the Certificates and any Subordinate Lien Obligations or Additional Limited Pledge Obligations hereafter issued by the City; and C. Subordinate Lien Obligations payable from and equally and ratably secured by a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien on and pledge thereof securing the payment of any Prior Lien Obligations or Junior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing, in part, the payment of the currently outstanding Limited Pledge Obligations, the Certificates, and any Additional Limited Pledge Obligations hereafter issued by the City; and D. Additional Limited Pledge Obligations secured by a lien on and pledge of a limited amount of the Net Revenues in accordance with the provisions of the following paragraph. Prior Lien Obligations, Junior Lien Obligations, and Subordinate Lien Obligations, if issued, may be payable, in whole or in part, from Net Revenues (without impairment of the 29599891.6 -29- obligation of contract with the holders of the currently outstanding Limited Pledge Obligations and the Certificates) upon such terms and conditions as the City Council may determine. Additional Limited Pledge Obligations, if issued and payable, in whole or in part, from Pledged Revenues (defined in the same or similar terms as provided in Section 9 of this Ordinance or in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations), shall not in any event be construed to be payable from the Pledged Revenues authorized by this Ordinance or in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations to be budgeted and appropriated for the payment of the Certificates or in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations. However, the lien on and pledge of the limited amount of Net Revenues securing, in part, the payment of the Certificates, the Limited Pledge Obligations and any Additional Limited Pledge Obligations shall be subordinate and inferior to the pledge of and lien on the Net Revenues securing the payment of any Prior Lien Obligations, Junior Lien Obligations, or Subordinate Lien Obligations hereafter issued by the City. SECTION 21. Special Covenants. The City hereby further covenants that: A. it has the lawful power to pledge the Pledged Revenues supporting the Certificates and has lawfully exercised said powers under the laws of the State of Texas, including power existing under Chapter 363, as amended, Texas Health and Safety Code, and the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code, Section 271.041 through Section 271.064, and the City's Home Rule Charter; and B. other than for the payment of the currently outstanding Limited Pledge Obligations, the Net Revenues of the System have not in any manner been pledged to the payment of any debt or obligation of the City or of the System; SECTION 22. Application of the Covenants and Agreements of the Subordinate Lien Obligations, Prior Lien Obligations, or Junior Lien Obligations. It is the intention of the City Council and accordingly hereby recognized and stipulated that the provisions, agreements, and covenants contained herein bearing upon the management and operations of the System, and the administration and application of Gross Revenues derived from the operation thereof, shall to the extent possible be harmonized with like provisions, agreements, and covenants contained in the ordinances authorizing the issuance of any Prior Lien Obligations, Junior Lien Obligations, or Subordinate Lien Obligations hereafter issued by the City, and to the extent of any irreconcilable conflict between the provisions contained herein and in the ordinances authorizing the issuance of any Prior Lien Obligations, Junior Lien Obligations, or Subordinate Lien Obligations hereafter issued, the provisions, agreements and covenants contained therein shall prevail to the extent of such conflict and be applicable to this Ordinance, especially the priority of rights and benefits conferred thereby to the holders of any Prior Lien Obligations, Junior Lien Obligations, or Subordinate Lien Obligations hereafter issued. It is expressly recognized that prior to the issuance of any Prior Lien Obligations, Junior Lien Obligations, or Subordinate Lien Obligations, the City must comply with each of the conditions precedent contained in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations and the Certificates, as appropriate. 29599891.6 -30- SECTION 23. Notices to Holders-Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States mail, first-class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail,neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 24. Cancellation. All Certificates surrendered for payment, redemption, transfer, exchange,or replacement,if surrendered to the Paying Agent/Registrar,shall be promptly canceled by it and,if surrendered to the City,shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Certificates previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Certificates held by the Paying Agent/Registrar shall be destroyed as directed by the City. SECTION 25. Mutilated, Destroyed, Lost, and Stolen Certificates. If(1) any mutilated Certificate is surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Certificate, and (2) there is delivered to the City and the Paying Agent/Registrar such security or indemnity as may be required to save each of them harmless, then, in the absence of notice to the City or the Paying Agent/Registrar that such Certificate has been acquired by a bona fide purchaser, the City shall execute and, upon its request, the Paying Agent/Registrar shall register and deliver,in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Certificate, a new Certificate of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not contemporaneously Outstanding. In case any such mutilated, destroyed, lost, or stolen Certificate has become or is about to become due and payable, the City in its discretion may, instead of issuing a new Certificate, pay such Certificate. Upon the issuance of any new Certificate or payment in lieu thereof, under this Section, the City may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses and charges (including attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. Every new Certificate issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Certificate shall constitute a replacement of the prior obligation of the City,whether or not the mutilated, destroyed, lost, or stolen Certificate shall be at any time enforceable by 29599891.6 -31- anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Certificates. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Certificates. SECTION 26. Sale of the Certificates — Official Statement Approval — Approval of Purchase Contract - Use of Certificate Proceeds. The Certificates authorized by this Ordinance are hereby sold by the City to Wells Fargo Bank, N.A., San Antonio, Texas, as the authorized representative of a group of underwriters at a negotiated sale(the Purchasers,having all the rights, benefits, and obligations of a Holder) in accordance with the provisions of a Purchase Contract, dated May 15,2018 (the Purchase Contract), attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. The Initial Certificate shall be registered in the name of the Wells Fargo Bank, N.A. The pricing and terms of the sale of the Certificates are hereby found and determined to be the most advantageous reasonably obtainable by the City. The Mayor and any Authorized Representative is hereby authorized and directed to execute the Purchase Contract for and on behalf of the City and as the act and deed of the City Council, and in regard to the approval and execution of the Purchase Contract, the City Council hereby finds, determines and declares that the representations,warranties, and agreements of the City contained in the Purchase Contract are true and correct in all material respects and shall be honored and performed by the City. Delivery of the Certificates to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of the Purchase Contract. Furthermore, the City hereby ratifies, confirms, and approves in all respects (i)the City's prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in accordance with the Rule (hereinafter defined) and (ii) the use and distribution of the Preliminary Official Statement by the Purchasers in connection with the public offering and sale of the Certificates. The final Official Statement,being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale (together with such changes approved by an Authorized Representative), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute the final Official Statement, dated , 2018, in the reoffering, sale and delivery of the Certificates to the public. The Mayor and/or City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of the Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Purchasers. The proper officials of the City are hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Certificates. Proceeds from the sale of the Certificates shall be applied as follows: (1) Accrued interest (in the amount of $ ) received from the Purchasers shall be deposited into the Certificate Fund. The City received an original issue reoffering premium from the sale of the Certificates of $ which is hereby 29599891.6 -32- allocated by the City in the following manner: (1) $ to pay the Purchasers' compensation, (2) $ to pay the costs of issuance, and (3) $ shall be deposited to the project construction fund. (2) The amount of$ (being principal of the Certificates in the amount of$ and a portion of the premium in the amount of$ as described above), derived from the sale of the Certificates, after making the deposits to the Certificate Fund as described in (1) above, shall be used to pay costs of issuance or deposited into the special construction account or accounts created for the projects to be constructed with the proceeds of the Certificates. This special construction account shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 10 of this Ordinance. The governing body of the City hereby appropriates from this special construction account funds necessary to undertake these capital projects for which the Certificates are issued (being those projects described in Section 1 hereof). Interest earned on the proceeds of the Certificates pending completion of construction of the projects financed with such proceeds shall be accounted for,maintained, deposited, and expended as permitted by the provisions of Chapter 1201, as amended, Texas Government Code, or as required by any other applicable law. Thereafter, such amounts shall be expended in accordance with Section 14 of this Ordinance. SECTION 27. Covenants to Maintain Tax-Exempt Status. A. Definitions. When used in this Section, the following terms have the following meanings: Bonds means the "City of Corpus Christi, Texas General Improvement Bonds, Series 2018". Closing Date means the date on which the Certificates are first authenticated and delivered to the initial purchasers against payment therefor. Code means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. Computation Date has the meaning set forth in Section 1.148-1(b) of the Regulations. Gross Proceeds means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Certificates. Investment has the meaning set forth in Section 1.148-1(b) of the Regulations. Nonpurpose Investment means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Certificates are invested and which is not acquired to carry out the governmental purposes of the Certificates. Rebate Amount has the meaning set forth in Section 1.148-1(b) of the Regulations. 29599891.6 -33- Regulations means any proposed, temporary, or final Income Tax Regulations issued pursuant to sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Certificates. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. Yield of (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations; and (2) the Certificates means the combined yield of the Certificates and the Bonds, treated as a single issue, within the meaning set forth in Section 1.148-4 of the Regulations. B. Not to Cause Interest to Become Taxable. The City shall not use,permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds)in a manner which if made or omitted, respectively, would cause the interest on any Certificate to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing,unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Certificate,the City shall comply with each of the specific covenants in this Section. C. No Private Use or Private Pam. Except to the extent that it will not cause the Certificates to become"private activity bonds"within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Certificates: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Certificates, and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency,department and instrumentality thereof)other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Certificates or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. 29599891.6 -34- D. No Private Loan. Except as would not cause the Certificates to become "private activity bonds" within the meaning of section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Certificates to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned"to a person or entity if- (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take-or-pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. E. Not to Invest at Higher Yield. Except as would not cause the Certificates to become "arbitrage bonds"within the meaning of section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Certificates directly or indirectly invest Gross Proceeds in any Investment, if as a result of such investment the Yield of any Investment acquired with Gross Proceeds, whether then held or previously disposed of, materially exceeds the Yield of the Certificates. F. Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder,the City shall not take or omit to take any action which would cause the Certificates to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. G. Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. H. Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on which the last Outstanding Certificate is discharged.However,to the extent permitted by law,the City may commingle Gross Proceeds of the Certificates with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date,the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Certificates until six years after the final Computation Date. 29599891.6 -35- (3) As additional consideration for the purchase of the Certificates by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Certificate Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Certificates equals (i)in the case of a Final Computation Date as defined in Section 1.148- 3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such date; and(ii)in the case of any other Computation Date,ninety percent(90%)of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations. I. Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Certificates, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection H of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Certificates not been relevant to either party. J. Certificates Not Hedge Bonds. (1) The City reasonably expects to spend at least 85%of the spendable proceeds of the Certificates within three years after such Certificates are issued. (2) Not more than 50% of the proceeds of the Certificates will be invested in Nonpurpose Investments having a substantially guaranteed Yield for a period of 4 years or more. K. Elections. The City hereby directs and authorizes any Authorized Representative, either individually or any combination of them, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Certificates, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. Such elections shall be deemed to be made on the Closing Date. 29599891.6 -36- SECTION 28. Control and Custody of Certificates. The Mayor of the City shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas and shall take and have charge and control of the Certificates pending their approval by the Attorney General,the registration thereof by the Comptroller of Public Accounts and the delivery of the Certificates to the Purchasers. Furthermore, each Authorized Representative is hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the issuance of the Certificates, the approval of the Attorney General of the State of Texas and their registration by the Comptroller of Public Accounts of the State of Texas and, together with the City's financial advisor, bond counsel, and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Certificate to the Purchasers and the initial exchange thereof for definitive Certificates. SECTION 29. Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders,the principal of,premium, if any, and interest on the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied and the lien on and pledge of the Pledged Revenues under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Certificates, or any principal amount(s)thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Certificates or the principal amount(s) thereof at Stated Maturity or to the redemption date therefor,together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, and/or(ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities that mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money,together with any money deposited therewith,if any,to pay when due the principal of and interest on such Certificates,or the principal amount(s)thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. In the event of a defeasance of the Certificates,the City shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, an independent accounting firm, or another qualified third party concerning the deposit of cash and/or Government Securities to pay,when due,the principal of, redemption premium (if any), and interest due on any defeased Certificates. As and to the extent applicable, if at all, the City covenants that no deposit of money or Government Securities will be made under this Section and no use made of any such deposit which would cause the Certificates to be treated as arbitrage bonds within the meaning of section 148 of the Code (as defined in Section 27 hereof). Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Certificates, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by 29599891.6 -37- the Paying Agent/Registrar for the payment of the principal of and interest on the Certificates and remaining unclaimed for a period of three(3)years after the Stated Maturity of the Certificates, or applicable redemption date, such money was deposited and is held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. Notwithstanding any other provision of this Ordinance to the contrary,it is hereby provided that any determination not to redeem defeased Certificates that is made in conjunction with the payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable, provided that: (1) in the proceedings providing for such defeasance,the City expressly reserves the right to call the defeased Certificates for redemption; (2) gives notice of the reservation of that right to the owners of the defeased Certificates immediately following the defeasance; (3) directs that notice of the reservation be included in any redemption notices that it authorizes; and (4) at the time of the redemption, satisfies the conditions of(i) or (ii) above with respect to such defeased debt as though it was being defeased at the time of the exercise of the option to redeem the defeased Certificates, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Certificates. SECTION 30. Printed Opinion. The Purchasers' obligation to accept delivery of the Certificates is subject to their being furnished a final opinion of Norton Rose Fulbright US LLP, San Antonio, Texas, as Bond Counsel, approving certain legal matters as to the Certificates, the opinion to be dated and delivered as of the date of initial delivery and payment for the Certificates. Printing of a true and correct copy of the opinion on the reverse side of each of the Certificates, with appropriate certificate pertaining thereto executed by facsimile signature of the City Secretary of the City is hereby approved and authorized. SECTION 31. CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Certificates. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Certificates shall be of no significance or effect as regards the legality thereof, and neither the City nor Bond Counsel are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Certificates. SECTION 32. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 33. Ordinance a Contract, Amendments - Outstanding Certificates. The City acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Certificates. This Ordinance shall constitute a contract with the Holders from time to time, binding on the City and its successors and assigns, and it shall not be amended or repealed by the City so long as any Certificate remains Outstanding except as permitted in this Section. The City may,without the consent of or notice to any Holders,from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders,including the curing of any ambiguity,inconsistency,or formal defect or omission herein. In addition, the City may, with the written consent of Holders holding a majority in aggregate principal amount of the Certificates then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance;provided,however,that,without the consent of all Holders of Outstanding Certificates, no such amendment, addition, or rescission shall (1) extend the time 29599891.6 -38- or times of payment of the principal of and interest on the Certificates,reduce the principal amount thereof or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, the redemption price therefor, or interest on the Certificates, (2) give any preference to any Certificate over any other Certificate, or (3) reduce the aggregate principal amount of Certificates required for consent to any such amendment, addition, or rescission. SECTION 34. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, Bond Counsel, Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, Bond Counsel, Paying Agent/Registrar, and the Holders. SECTION 35. Inconsistent Provisions. All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters ordained herein. SECTION 36. Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 37. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 38. Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural,words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 39. Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council of the City. SECTION 40. Authorization of Paying Agent/Registrar Agreement. The City Council of the City hereby finds and determines that it is in the best interest of the City to authorize the execution of a Paying Agent/Registrar Agreement concerning the payment, exchange,registration, and transferability of the Certificates. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions of this Ordinance. SECTION 41. Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. 29599891.6 -39- SECTION 42. Unavailability of Authorized Publication. If,because of the temporary or permanent suspension of any newspaper, journal, or other publication, or, for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. SECTION 43. No Recourse Against City Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Certificate or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Certificate. SECTION 44. Continuing Disclosure Undertaking. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: EMMA means the MSRB's Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http://www.emma.msrb.org. MSRB means the Municipal Securities Rulemaking Board. Rule means SEC Rule 15c2-12, as amended from time to time. SEC means the United States Securities and Exchange Commission. B. Annual Reports. The City shall file annually with the MSRB, (1) within six months after the end of each fiscal year of the City ending in or after 2018,financial information and operating data with respect to the System of the general type included in the final Official Statement authorized by Section 26 of this Ordinance, being the information described in Exhibit C hereto, and (2) if not provided as part of such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements so to be provided shall be (i)prepared in accordance with the accounting principles described in Exhibit C hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period,then the City shall file unaudited financial statements within such period and audited financial statements for the applicable fiscal year to the MSRB,when and if the audit report on such financial statements becomes available. Under current Texas law,including,but not limited to,Chapter 103,as amended,Texas Local Government Code, the City must have its records and accounts audited annually and shall have an annual financial 29599891.6 -40- statement prepared based on the audit. The annual financial statement, including the auditor's opinion on the statement,shall be filed in the office of the City Secretary within one hundred eighty (180) days after the last day of the City's fiscal year. Additionally,upon the filing of this financial statement and the annual audit, these documents are subject to the Texas Open Records Act, as amended, Texas Government Code, Chapter 552. If the City changes its fiscal year, it will file notice of such change (and of the date of the new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. C. Notice of Certain Events. The City shall file notice of any of the following events with respect to the Certificates to the MSRB in a timely manner and not more than 10 business days after occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability,Notices of Proposed Issue (IRS Form 5701- TEB), or other material notices or determinations with respect to the tax status of the Certificates, or other material events affecting the tax status of the Certificates; (7) Modifications to rights of holders of the Certificates if material; (8) Certificate calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Certificates, if material; (I1) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and 29599891.6 41- (14) Appointment of a successor or additional paying agent/registrar or the change of name of a paying agent/registrar, if material. For these purposes, any event described in the immediately preceding paragraph (12) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. The City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person"with respect to the Certificates within the meaning of the Rule, except that the City in any event will give notice of any deposit that causes the Certificates to be no longer Outstanding. The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Certificates at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this 29599891.6 -42- Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law,or a change in the identity,nature, status, or type of operations of the City,but only if(1)the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Certificates in the primary offering of the Certificates in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a)the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Certificates consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders and beneficial owners of the Certificates. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Certificates in the primary offering of the Certificates, giving effect to (a) such provisions as so amended and(b) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, the City shall include with any amended financial information or operating data next provided in accordance with this Section an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. E. Information Format, Incorporation by Reference. The City information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word-searchable portable document format(PDF)files that permit the document to be saved,viewed,printed, and retransmitted by electronic means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document)available to the public through EMMA or filed with the SEC. SECTION 45. Book-Entry OnlyS. sem. The Certificates shall initially be registered so as to participate in a securities depository system (the DTC System) with The Depository Trust Company, New York, New York, or any 29599891.6 -43- successor entity thereto (DTC), as set forth herein. Each Stated Maturity of the Certificates shall be issued (following cancellation of the Initial Certificate described in Section 7)in the form of a separate single definitive Certificate. Upon issuance, the ownership of each such Certificate shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Certificates shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit D (the Representation Letter). With respect to the Certificates registered in the name of Cede& Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds the Certificates from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Certificates (an Indirect Participant). Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i)the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Certificates, (ii)the delivery to any Depository Participant or any other person, other than a registered owner of the Certificates, as shown on the Security Register, of any notice with respect to the Certificates, including any notice of redemption, or (iii)the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Certificate, of any amount with respect to principal of,premium,if any, or interest on the Certificates. While in the DTC System,no person other than Cede& Co., or any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the obligation of the City to make payments of principal, premium, if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder,the word"Cede&Co."in this Ordinance shall refer to such new nominee of DTC. In the event that (a)the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (b)the Representation Letter shall be terminated for any reason, or (c)DTC or the City determines that it is in the best interest of the beneficial owners of the Certificates that they be able to obtain certificated Certificates, the City shall notify the Paying Agent/Registrar, DTC, and the Depository Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Certificates shall no longer be restricted to being registered in the name of Cede&Co., as nominee of DTC. At that time, the City may determine that the Certificates shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the City, or such depository's agent or designee, and if the City and the Paying Agent/Registrar do not select such alternate securities depository system then the Certificates may be registered in whatever name or names the Holders of Certificates transferring or exchanging the Certificates shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Certificate is registered in the name of Cede& Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Certificate and all notices with respect to 29599891.6 -44- such Certificate shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 46. Further Procedures. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Certificates, the Paying Agent/Registrar Agreement, the Purchase Contract, and the Official Statement. In addition, prior to the initial delivery of the Certificates, the Authorized Representatives and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance and as described in the Official Statement necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance, (ii) obtain a rating from any of the national bond rating agencies, or (iii) obtain the approval of the Certificates by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 47. Automatic Budget Amendments to Reflect Final Debt Service Payments. To the extent that the City Council has adopted an annual budget that includes payment of debt service on any Certificates issued (or to be issued)pursuant to this Ordinance based on the City's reasonable expectations and projections relative to those Certificates, such budget entries shall, upon the issuance of Certificates,be automatically adjusted to reflect actual debt service payments on those Certificates coming due during the period of time covered by such budget. Each Authorized Representative, or the designee thereof, is authorized to make such necessary budget entries and/or adjustments to reflect these final debt service amounts. SECTION 48. City's Consent to Provide Information and Documentation to the Texas MAC. The Municipal Advisory Council of Texas (the Texas MAC), a non-profit membership corporation organized exclusively for non-profit purposes described in section 501(c)(6) of the Internal Revenue Code and which serves as a comprehensive financial information repository regarding municipal debt issuers in Texas, requires provision of written documentation regarding the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas MAC and in compliance with applicable law,the City hereby consents to and authorizes any Authorized Representative, the City's Bond Counsel, and/or the City's Financial Advisor to provide to the Texas MAC information and documentation requested by the Texas MAC relating to the Certificates; provided, however, that no such information and documentation shall be provided prior to the Closing Date. This consent and authorization relates only to information and documentation that is a part of the public record concerning the issuance of the Certificates. SECTION 49. Effective Date. Pursuant to the provisions of Section 1201.028, as amended, Texas Government Code, this Ordinance shall be effective immediately upon adoption, notwithstanding any provision in the City's Home Rule Charter to the contrary concerning a multiple reading requirement for the adoption of ordinances. 29599891.6 -45- PASSED AND ADOPTED on the 15th day of May, 2018. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary APPROVED THIS 15TH DAY OF MAY, 2018: Miles Risley, City Attorney (CITY SEAL) 29599891.6 S-1 INDEX OF SCHEDULES AND EXHIBITS SCHEDULE I - Approval Certificate EXHIBIT A - Paying Agent/Registrar Agreement EXHIBIT B - Purchase Contract EXHIBIT C - Description of Annual Financial Information EXHIBIT D - DTC Letter of Representations 29599891.6 I-I THE STATE OF TEXAS § COUNTY OF NUECES § I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 15th day of May, 2018, authorizing the issuance of the City's Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2018A,which ordinance is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time,place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 551. EXECUTED UNDER MY HAND AND SEAL of said City, this the 15th day of May, 2018. City Secretary (CITY SEAL) 29599891.6 That the foregoing ordinance was read for the first time and passed to its second reading on this the 8th day of May, 2018, by the following vote: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Everett Roy Debbie Lindsey-Opel That the foregoing ordinance was read for the second time and passed finally on this the 15th day of May, 2018, by the following vote: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Everett Roy Debbie Lindsey-Opel PASSED AND APPROVED on this the 15th day of May, 2018. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor SCHEDULEI APPROVAL CERTIFICATE SEE TAB NO. 29599891.6 Schedule 1-1 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT SEE TAB NO. 29599891.6 A-1 EXHIBIT B PURCHASE CONTRACT SEE TAB NO. 29599891.6 B-1 EXHIBIT C DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 44 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: (1) The City's audited financial statements for the most recently concluded fiscal year or to the extent these audited financial statements are not available, the portions of the unaudited financial statements of the City appended to the Official Statement as Appendix B,but for the most recently concluded fiscal year. (2) All quantitative financial information and operating data with respect to the City of the general type included in the Official Statement under Tables numbered 1 through 6 and 8 through 12 ("Financial Information"). Accounting Principles The accounting principles referred to in such Section are generally accepted accounting principles for governmental units as prescribed by the Government Accounting Standards Board from time to time. 29599891.6 C-1 EXHIBIT D DTC LETTER OF REPRESENTATIONS SEE TAB NO. 29599891.6 D-1 se � �A O H U NOORPON PS EO 1852 AGENDA MEMORANDUM First Reading for the City Council Meeting of May 8, 2018 Second Reading for the City Council Meeting of May 15, 2018 DATE: April 26, 2018 TO: Margie C. Rose, City Manager THRU: Sylvia Carrillo-Trevino, Assistant City Manager FROM: Constance P. Sanchez, Director of Financial Services ConstanceP@cctexas.com (361)826-3227 Authorization for Issuance of Certificates of Obligation for Solid Waste CAPTION: Ordinance authorizing the issuance of "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 20186" in an amount not to exceed $7,500,000 for the purpose of financing costs associated with making permanent public improvements to the City's Solid Waste system; providing for the payment of said Certificates by the levy of an ad valorem tax upon all taxable property within the City and further securing said Certificates by a lien on and pledge of the pledged revenues of the Solid Waste System; providing the terms and conditions of said Certificates and resolving other matters incident and relating to the issuance, payment, security, sale, and delivery of said Certificates, including the approval and distribution of an Official Statement pertaining thereto; authorizing the execution of a paying agent/registrar agreement and a purchase contract; complying with the requirements of the letter of representations on file with the depository trust company; enacting other provisions incident and related to the subject and purpose of this ordinance; and providing an effective date. PURPOSE: The City plans on issuing up to $7,500,000 of taxable certificates of obligation to construct Sector 3C disposal cell at the Cefe Valenzuela Landfill. BACKGROUND AND FINDINGS: The current developed disposal space at Cefe Valenzuela Landfill is predicted to be exhausted in September 2018 based upon historical average disposal rates and recent increases due to Hurricane Harvey debris disposal. On January 23, 2018, a presentation was made to the City Council indicating that construction of the next disposal cell, Sector 3C, will be expedited with the goal of providing new disposal space prior to the exhaustion of the current disposal capacity. Construction of the new cell (with incidentals) is estimated to cost $7,500,000. The Certificates of Obligation Act provides that certificates of obligation can be sold for cash only in certain circumstances, such as to address a public emergency or if the certificates of obligation are benefitted by a revenue pledge. As a result, municipalities who do not fall under these emergency categories are required to pledge as additional security for their certificates of obligation, some source of revenue stream that is authorized to be pledged under Texas law. This pledge oftentimes takes the form of a limited amount ($1,000) that the Texas Attorney General accepts as satisfying this revenue pledge requirement. The alternative (since the contemplated public improvements are not emergencies) to not pledging a revenue source and selling the certificates of obligation for cash would be to exchange the certificates of obligation directly with the provider of the goods or services —which would be prohibitively cumbersome for the City. Because of this requirement in the Certificates of Obligation Act and under advisement of the City's bond counsel and the City's financial advisor, the City is proposing to pledge $1,000 (one time) of Solid Waste System revenue to these certificates of obligation. By doing so, the legal requirements of the Certificates of Obligation Act will be satisfied - with a nominal effect to the Solid Waste System. This Solid Waste System revenue pledge was disclosed in the City's notice of intention to issue these Certificates of Obligation. According to the Local Government Code, Section 271.049, prior to the issuance of the certificates of obligation, the City is required to publish notice of its intention to issue the certificates once a week for two consecutive weeks in a newspaper of general circulation, with the date of the first publication to be before the 30th day before the date set for passage of the ordinance to authorize the issuance of the certificates. The notices were in the Corpus Christi Caller-Times on March 25, 2018 and April 1, 2018. Thirty days after the date of the first publication is April 24, 2018, and so City Council action to approve this ordinance in its second reading is scheduled for May 15, 2018 and is in compliance with the Local Government Code. ALTERNATIVES: n/a OTHER CONSIDERATIONS: n/a CONFORMITY TO CITY POLICY: This item conforms to City policy. EMERGENCY / NON-EMERGENCY: Issuance of municipal obligations are exempted from the City's charter provision regarding dual reading and/or emergency adoption provisions pursuant to the provisions of Section 1201.028, as amended, Texas Government Code. DEPARTMENTALCLEARANCES: • Solid Waste Services • Financial Services • Bond Counsel • City Attorney's Office FINANCIAL IMPACT: ❑ Not Applicable ❑ Operating Expense X Revenue ❑ CIP Project to Date Exp. Current Future FISCAL YEAR: (CIP Only) Year Years TOTALS Budget - - - - Encumbered/Expended amount of(date) - - - - This item - $ 7,500,000 - $ 7,500,000 BALANCE - $ 7,500,000 - $ 7,500,000 FUND(S): CIP Fund(number to be determined after bond sale) COMMENTS: None RECOMMENDATION: Staff recommends approval of the ordinance as presented. LIST OF SUPPORTING DOCUMENTS: Ordinance DRAFT 4/26/2018 ORDINANCE NO. AUTHORIZING THE ISSUANCE OF "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2018B" IN AN AMOUNT NOT TO EXCEED $7,500,000 FOR THE PURPOSE OF FINANCING COSTS ASSOCIATED WITH MAKING PERMANENT PUBLIC IMPROVEMENTS TO THE CITY'S SOLID WASTE SYSTEM; PROVIDING FOR THE PAYMENT OF SAID CERTIFICATES BY THE LEVY OF AN AD VALOREM TAX UPON ALL TAXABLE PROPERTY WITHIN THE CITY AND FURTHER SECURING SAID CERTIFICATES BY A LIEN ON AND PLEDGE OF THE PLEDGED REVENUES OF THE SOLID WASTE SYSTEM; PROVIDING THE TERMS AND CONDITIONS OF SAID CERTIFICATES AND RESOLVING OTHER MATTERS INCIDENT AND RELATING TO THE ISSUANCE, PAYMENT, SECURITY, SALE, AND DELIVERY OF SAID CERTIFICATES, INCLUDING THE APPROVAL AND DISTRIBUTION OF AN OFFICIAL STATEMENT PERTAINING THERETO; AUTHORIZING THE EXECUTION OF A PAYING AGENT/REGISTRAR AGREEMENT AND A PURCHASE CONTRACT; COMPLYING WITH THE REQUIREMENTS OF THE LETTER OF REPRESENTATIONS ON FILE WITH THE DEPOSITORY TRUST COMPANY; ENACTING OTHER PROVISIONS INCIDENT AND RELATED TO THE SUBJECT AND PURPOSE OF THIS ORDINANCE; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council of the City of Corpus Christi, Texas (the City) has caused notice to be given of its intention to issue certificates of obligation in the maximum principal amount not to exceed $7,500,000 for the purpose or purposes of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes to the extent of availability of funds, to-wit: (1) the construction of improvements to the City's solid waste facilities, including (without limitation)paying contractual obligations to be incurred with respect to the construction of a waste disposal cell at the Cefe Valenzuela Landfill, (2) the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights-of-way for authorized needs and purposes relating to the aforementioned facilities; and (3)the payment of professional services related to the design, construction, management and financing of the aforementioned projects. This notice has been duly published in a newspaper hereby found and determined to be of general circulation in the City, once a week for two (2)consecutive weeks,the date of the first publication of such notice being not less than thirty(30) days prior to the tentative date stated therein for the final passage of the ordinance authorizing the issuance of such certificates of obligation; and WHEREAS, the City Council hereby finds and determines that the actions authorized hereby and the adoption of this Ordinance are in the best interest of the citizens of the City; and 29650028.5 WHEREAS, no petition protesting the issuance of the certificates of obligation described in this notice, signed by at least 5% of the qualified electors of the City, has been presented to or filed with the City Secretary prior to the date tentatively set in such notice for the passage of this ordinance; and WHEREAS,the City Council hereby finds and determines that certificates of obligation in the principal amount of$ described in such notice should be issued and sold at this time; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS THAT: SECTION 1. A. Authorization - Designation - Principal Amount - Purpose. The certificates of obligation of the City shall be and are hereby authorized to be issued in the aggregate principal amount of AND NO/100 DOLLARS($ ),to be designated and bear the title of"CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES 201813" (the Certificates), for the purpose or purposes of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes to the extent of availability of funds, to-wit: (1) the construction of improvements to the City's solid waste facilities, including (without limitation) paying contractual obligations to be incurred with respect to the construction of a waste disposal cell at the Cefe Valenzuela Landfill, (2) the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights-of-way for authorized needs and purposes relating to the aforementioned facilities; and (3)the payment of professional services related to the design, construction, management and financing of the aforementioned projects,pursuant to the authority conferred by and in conformity with the laws of the State of Texas, particularly the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code Section 271.041 through Section 271.064, Section 363.135, as amended, Texas Health and Safety Code, Chapter 1371, as amended, Texas Government Code (Chapter 1371), and the City's Home Rule Charter. B. Delegation of Authority to Authorized Representatives. As authorized by Chapter 1371, the City Manager of the City, any Assistant City Manager, the City's Director of Financial Services, and the City Attorney (each of the foregoing, individually, an Authorized Representative) are hereby authorized, appointed, and designated as the officers of the City authorized to individually act on behalf of the City in selling and delivering the Certificates authorized herein and carrying out the procedures specified in this Ordinance, including approval of the aggregate principal amount of each maturity of the Certificates, the redemption provisions therefor, the rate of interest to be borne on the principal amount of each such maturity, and the Certificate Date (defined herein). Each Authorized Representative, acting for and on behalf of the City, is authorized to execute the Approval Certificate attached hereto as Schedule L The Certificates shall be issued in the principal amount not to exceed $7,500,000; the maximum maturity of the Certificates will be March 1, 2048 and the true interest cost (as determined by federal arbitrage yield) shall not exceed a rate greater than 6.00%. Lastly, each Authorized Representative is authorized to select the bond insurer, if any,with respect to the Certificates. The execution of the Approval Certificate shall evidence the sale date of the Certificates by the City to the Purchasers (hereinafter defined) in accordance with the provisions of Chapter 1371. It is 29650028.5 -2- further provided,however,that notwithstanding the foregoing provisions,the Certificates shall not be delivered unless prior to their initial delivery, the Certificates have been rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for long term obligations, as required by Chapter 1371. Upon execution of the Approval Certificate, Bond Counsel is authorized to complete this Ordinance to reflect such final terms. SECTION 2. Fully Registered Obligations - Authorized Denominations - Stated Maturities - Interest Rates - Certificate Date. The Certificates are issuable in fully registered form only; shall be dated June 1, 2018 (the Certificate Date) and shall be issued in denominations of $5,000 or any integral multiple (within a Stated Maturity) thereof, and the Certificates shall become due and payable on March 1 in each of the years and in principal amounts (the Stated Maturities) and bear interest on the unpaid principal amounts from the Closing Date (anticipated to be on or about June 14, 2018), or from the most recent Interest Payment Date (hereinafter defined)to which interest has been paid or duly provided for,to the earlier of redemption or Stated Maturity, at the per annum rates,while Outstanding, in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 The Certificates shall bear interest on the unpaid principal amounts from the Closing Date (anticipated to be on or about June 14, 2018), or from the most recent Interest Payment Date to which interest has been paid or duly provided for, to Stated Maturity or prior redemption while 29650028.5 -3- Outstanding, at the rates per annum shown in the above schedule (calculated on the basis of a 360-day year of twelve 30-day months). Interest on the Certificates shall be payable semiannually on March 1 and September I (each, an Interest Payment Date), commencing March 1, 2019,while the Certificates are Outstanding. SECTION 3. Payment of Certificates - Pang Agent/Registrar. The principal of, premium, if any, and interest on the Certificates, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and such payment of principal of,premium,if any, and interest on the Certificates shall be without exchange or collection charges to the Holder(as hereinafter defined) of the Certificates. The selection and appointment of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas, to serve as the initial Paying Agent/Registrar (the Paying Agent/Registrar) for the Certificates is hereby approved and confirmed, and the City agrees and covenants to cause to be kept and maintained at the corporate trust office of the Paying Agent/Registrar books and records (the Security Register)for the registration,payment and transfer of the Certificates, all as provided herein, in accordance with the terms and provisions of a Paying Agent/Registrar Agreement, attached,in substantially final form, as Exhibit A hereto, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The City covenants to maintain and provide a Paying Agent/Registrar at all times while the Certificates are Outstanding, and any successor Paying Agent/Registrar shall be (i) a national or state banking institution or (ii) an association or a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers. Such Paying Agent/Registrar shall be subject to supervision or examination by federal or state authority and authorized by law to serve as a Paying Agent/Registrar. The City reserves the right to appoint a successor Paying Agent/Registrar upon providing the previous Paying Agent/Registrar with a certified copy of a resolution or ordinance terminating such agency. Additionally, the City agrees to promptly cause a written notice of this substitution to be sent to each Holder of the Certificates by United States mail, first-class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal of, premium, if any, and interest on the Certificates, due and payable by reason of Stated Maturity, redemption, or otherwise, shall be payable only to the registered owner of the Certificates appearing on the Security Register (the Holder or Holders) maintained on behalf of the City by the Paying Agent/Registrar as hereinafter provided(i) on the Record Date (hereinafter defined)for purposes of payment of interest thereon, (ii)on the date of surrender of the Certificates for purposes of receiving payment of principal thereof upon redemption of the Certificates or at the Certificates' Stated Maturity, and (iii) on any other date for any other purpose. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder as the owner of a Certificate for purposes of receiving payment and all other purposes whatsoever, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. Principal of and premium, if any, on the Certificates shall be payable only upon presentation and surrender of the Certificates to the Paying Agent/Registrar at its corporate trust 29650028.5 -4- office. Interest on the Certificates shall be paid to the Holder whose name appears in the Security Register at the close of business on the fifteenth day of the month next preceding an Interest Payment Date for the Certificates (the Record Date) and shall be paid(i)by check sent on or prior to the appropriate date of payment by United States Mail,first-class postage prepaid,by the Paying Agent/Registrar, to the address of the Holder appearing in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested in writing by the Holder at the Holder's risk and expense. If the date for the payment of the principal of, premium, if any, or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a day. The payment on such date shall have the same force and effect as if made on the original date any such payment on the Certificates was due. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date) will be established by the Paying Agent/Registrar,if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest(the Special Payment Date- which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5)business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. SECTION 4. Redemption. A. Mandatory Redemption of Certificates. The Certificates stated to mature on March 1,20 and March 1,20 are referred to herein as the"Term Certificates". The Term Certificates are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Certificate Fund for such purpose and shall be redeemed in part,by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on March 1 in each of the years as set forth below: Term Certificates Term Certificates Stated to Mature Stated to Mature on March 1, 20 on March 1, 20 Principal Principal Year Amount($1 Year Amount($1 *Payable at Stated Maturity. 29650028.5 -5- The principal amount of a Term Certificate required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Certificates of such Stated Maturity which, at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and cancelled by the Paying Agent/Registrar at the request of the City with money in the Certificate Fund, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. B. Optional Redemption. The Certificates having Stated Maturities on and after March 1, 2028 shall be subject to redemption prior to Stated Maturity, at the option of the City, on March 1, 2027, or on any date thereafter, as a whole or in part, in principal amounts of$5,000 or any integral multiple thereof(and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar), at the redemption price of par plus accrued interest to the date of redemption. C. Exercise of Redemption Option. At least forty-five (45) days prior to a date set for the redemption of Certificates (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar),the City shall notify the Paying Agent/Registrar of its decision to exercise the right to redeem Certificates, the principal amount of each Stated Maturity to be redeemed, and the date set for the redemption thereof. The decision of the City to exercise the right to redeem Certificates shall be entered in the minutes of the City Council. D. Selection of Certificates for Redemption. If less than all Outstanding Certificates of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/Registrar shall select at random and by lot the Certificates to be redeemed, provided that if less than the entire principal amount of a Certificate is to be redeemed, the Paying Agent/Registrar shall treat such Certificate then subject to redemption as representing the number of Certificates Outstanding which is obtained by dividing the principal amount of such Certificate by $5,000. E. Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Certificates, a notice of redemption shall be sent by United States mail, first-class postage prepaid, in the name of the City and at the City's expense, by the Paying Agent/Registrar to each Holder of a Certificate to be redeemed, in whole or in part, at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. This notice may also be published once in a financial publication, journal, or reporter of general circulation among securities dealers in the City of New York, New York (including, but not limited to, The Bond Buyer and The Wall Street Journal), or in the State of Texas (including, but not limited to, The Texas Bond Reporter). All notices of redemption shall (i) specify the date of redemption for the Certificates, (ii)identify the Certificates to be redeemed and,in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Certificates, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified, and the interest thereon, or on the 29650028.5 -6- portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, and (v) specify that payment of the redemption price for the Certificates, or the principal amount thereof to be redeemed, shall be made at the corporate trust office of the Paying Agent/Registrar only upon presentation and surrender thereof by the Holder. If a Certificate is subject by its terms to redemption and has been called for redemption and notice of redemption thereof has been duly given or waived as herein provided, such Certificate (or the principal amount thereof to be redeemed) so called for redemption shall become due and payable, and if money sufficient for the payment of such Certificates (or of the principal amount thereof to be redeemed) at the then applicable redemption price is held for the purpose of such payment by the Paying Agent/Registrar, then on the redemption date designated in such notice, interest on the Certificates (or the principal amount thereof to be redeemed) called for redemption shall cease to accrue and such Certificates shall not be deemed to be Outstanding in accordance with the provisions of this Ordinance. F. Transfer/Exchange of Certificates. Neither the City nor the Paying Agent/Registrar shall be required (1) to transfer or exchange any Certificate during a period beginning forty-five (45) days prior to the date fixed for redemption of the Certificates or (2) to transfer or exchange any Certificate selected for redemption,provided,however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance of a Certificate which is subject to redemption in part. SECTION 5. Execution - Registration. The Certificates shall be executed on behalf of the City by its Mayor or Mayor Pro Tem under its seal reproduced or impressed thereon and attested by its City Secretary or Assistant City Secretary. The signature of either of said officers on the Certificates may be manual or facsimile. Certificates bearing the manual or facsimile signatures of individuals who were, at the time of the Certificate Date, the proper officers of the City shall bind the City,notwithstanding that such individuals or either of them shall cease to hold such offices prior to the delivery of the Certificates to the Purchasers, all as authorized and provided in Chapter 1201, as amended, Texas Government Code. No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Certificate either a certificate of registration substantially in the form provided in Section 8C,executed by the Comptroller of Public Accounts of the State of Texas or his duly authorized agent by manual signature, or a certificate of registration substantially in the form provided in Section 8D, executed by the Paying Agent/Registrar by manual signature, and either such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly certified or registered and delivered. SECTION 6. Registration-Transfer-Exchange of Certificates-Predecessor Certificates. A Security Register relating to the registration, payment, transfer, or exchange of the Certificates shall at all times be kept and maintained by the City at the corporate trust office of the Paying Agent/Registrar, and the Paying Agent/Registrar shall obtain,record, and maintain in the Security Register the name and address of every owner of the Certificates, or if appropriate, the nominee thereof. Any Certificate may, in accordance with its terms and the terms hereof, be transferred or exchanged for Certificates of other authorized denominations upon the Security Register by the 29650028.5 -7- Holder, in person or by his duly authorized agent,upon surrender of such Certificate to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender for transfer of any Certificate at the corporate trust office of the Paying Agent/Registrar, the City shall execute and the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Certificates executed on behalf of, and furnished by, the City of authorized denominations and having the same Stated Maturity and of a like interest rate and aggregate principal amount as the Certificate or Certificates surrendered for transfer. At the option of the Holder, Certificates may be exchanged for other Certificates of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Certificates surrendered for exchange upon surrender of the Certificates to be exchanged at the corporate trust office of the Paying Agent/Registrar. Whenever any Certificates are so surrendered for exchange,the City shall execute, and the Paying Agent/Registrar shall register and deliver new, the Certificates executed on behalf of, and furnished by, the City to the Holder requesting the exchange. All Certificates issued upon any transfer or exchange of Certificates shall be delivered at the corporate trust office of the Paying Agent/Registrar, or be sent by United States registered mail to the Holder at his request,risk, and expense, and upon the delivery thereof,the same shall be the valid and binding obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Certificates surrendered upon such transfer or exchange. All transfers or exchanges of Certificates pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Certificates canceled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be Predecessor Certificates, evidencing all or a portion, as the case may be, of the same debt evidenced by the new Certificate or Certificates registered and delivered in the exchange or transfer therefor. Additionally, the term Predecessor Certificates shall include any Certificate registered and delivered pursuant to Section 25 in lieu of a mutilated, lost, destroyed, or stolen Certificate which shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Certificate. SECTION 7. Initial Certificate. The Certificates herein authorized shall be issued initially either (i) as a single fully registered Certificate in the total principal amount of $ with principal installments to become due and payable as provided in Section 2 and numbered T-1, or(ii) as one (1) fully registered Certificate for each year of Stated Maturity in the applicable principal amount, interest rate, and denomination and to be numbered consecutively from T-I and upward (the Initial Certificate) and, in either case, the Initial Certificate shall be 29650028.5 -8- registered in the name of the Purchasers or the designee thereof. The Initial Certificate shall be the Certificates submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the Purchasers. Any time after the delivery of the Initial Certificate to the Purchasers, the Paying Agent/Registrar, pursuant to written instructions from the Purchasers or their designee, shall cancel the Initial Certificate delivered hereunder and exchange therefor definitive Certificates of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates on the unpaid principal amounts from the Certificate Date, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, to Stated Maturity, and shall be lettered "R" and numbered consecutively from one (1) upward for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the Purchasers, or the designee thereof,and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 8. Forms. A. Forms Generally. The Certificates, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Certificates shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including insurance legends in the event the Certificates, or any Stated Maturities thereof, are insured and identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of Bond Counsel)thereon as may, consistent herewith, be established by the City or determined by the officers executing the Certificates as evidenced by their execution thereof.Any portion of the text of any Certificate may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Certificate. The definitive Certificates shall be printed, lithographed, or engraved, produced by any combination of these methods, or produced in any other similar manner, all as determined by the officers executing the Certificates as evidenced by their execution thereof, but the Initial Certificate submitted to the Attorney General of Texas may be typewritten or photocopied or otherwise reproduced. [The remainder of this page intentionally left blank.] 29650028.5 -9- B. Form of Definitive Certificate. REGISTERED REGISTERED PRINCIPAL AMOUNT NO. $ United States of America State of Texas Counties of Nueces, Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATE OF OBLIGATION, TAXABLE SERIES 2018B Certificate Date: Interest Rate: Stated Maturity: CUSIP No. June 1, 2018 REGISTERED OWNER: PRINCIPAL AMOUNT: The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner specified above, or the registered assigns thereof, on the Stated Maturity date specified above, the Principal Amount specified above (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid principal amount hereof from the Closing Date, or from the most recent Interest Payment Date (defined below) to which interest has been paid or duly provided for until such principal sum has become due and payment thereof has been made or duly provided for,to the earlier of redemption or Stated Maturity, at the per annum rate of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on March 1 and September 1 of each year, commencing March 1, 2019 (each, an Interest Payment Date). Principal and premium, if any, of this Certificate shall be payable to the Registered Owner hereof (the Holder), upon presentation and surrender, at the corporate trust office of the Paying Agent/Registrar executing the registration certificate appearing hereon or a successor thereof. Interest shall be payable to the Holder of this Certificate (or one or more Predecessor Certificates, as defined in the Ordinance hereinafter referenced) whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each Interest Payment Date. All payments of principal of and interest on this Certificate shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by the Holder hereof at the Holder's risk and expense. 29650028.5 -10- This Certificate is one of the series specified in its title issued in the aggregate principal amount of$ (the Certificates)pursuant to an Ordinance adopted by the governing body of the City (the Ordinance), for the purpose or purposes of paying contractual obligations of the City to be incurred for making permanent public improvements and for other public purposes to the extent of availability of funds,to-wit: (1)the construction of improvements to the City's solid waste facilities, including (without limitation) paying contractual obligations to be incurred with respect to the construction of a waste disposal cell at the Cefe Valenzuela Landfill, (2) the purchase of materials, supplies, equipment, machinery, landscaping, land, and rights-of-way for authorized needs and purposes relating to the aforementioned facilities; and (3) the payment of professional services related to the design, construction, management and financing of the aforementioned projects, pursuant to the authority conferred by and in strict conformity with the laws of the State of Texas, particularly the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code, Section 271.041 through 271.065, Section 363.135, as amended, Texas Health and Safety Code, Section 1371, as amended,Texas Government Code,and the City's Home Rule Charter. The Certificates stated to mature on March 1,20 and March 1,20 are referred to herein as the "Term Certificates". The Term Certificates are subject to mandatory sinking fund redemption prior to their stated maturities from money required to be deposited in the Certificate Fund for such purpose and shall be redeemed in part, by lot or other customary method, at the principal amount thereof plus accrued interest to the date of redemption in the following principal amounts on March 1 in each of the years as set forth below: Term Certificates Term Certificates Stated to Mature Stated to Mature on March 1, 20 on March 1, 20 Principal Principal Year Amount($1 Year Amount($) *Payable at Stated Maturity. The principal amount of a Term Certificate required to be redeemed pursuant to the operation of such mandatory redemption provisions shall be reduced, at the option of the City, by the principal amount of any Term Certificates of such Stated Maturity which,at least 50 days prior to the mandatory redemption date (1) shall have been defeased or acquired by the City and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and cancelled by the Paying Agent/Registrar at the request of the City with money in the Certificate Fund, or (3) shall have been redeemed pursuant to the optional redemption provisions set forth below and not theretofore credited against a mandatory redemption requirement. The Certificates stated to mature on and after March 1, 2028 may be redeemed prior to their Stated Maturities, at the option of the City, on March 1, 2027, or on any date thereafter, in whole or in part, in principal amounts of$5,000 or any integral multiple thereof(and if within a Stated Maturity selected at random and by lot by the Paying Agent/Registrar) at the redemption 29650028.5 -11- price of par plus accrued interest to the date of redemption; provided, however,that at least thirty (30) days prior written notice shall be sent to the Holder of the Certificates to be redeemed by United States mail, first-class postage prepaid, and subject to the terms and provisions relating thereto contained in the Ordinance. If this Certificate is subject to redemption prior to Stated Maturity and is in a denomination in excess of $5,000, portions of the principal sum hereof in installments of $5,000 or any integral multiple thereof may be redeemed, and, if less than all of the principal sum hereof is to be redeemed, there shall be issued, without charge therefor, to the Holder hereof,upon the surrender of this Certificate to the Paying Agent/Registrar at its corporate trust office, a new Certificate or Certificates of like Stated Maturity and interest rate in any authorized denominations provided in the Ordinance for the then unredeemed balance of the principal sum hereof. If this Certificate (or any portion of the principal sum hereof) shall have been duly called for redemption and notice of such redemption has been duly given, then upon such redemption date this Certificate (or the portion of the principal sum hereof to be redeemed) shall become due and payable, and, if the money for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption is held for the purpose of such payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable hereon from and after the redemption date on the principal amount hereof to be redeemed. If this Certificate is called for redemption, in whole or in part, the City or the Paying Agent/Registrar shall not be required to issue,transfer, or exchange this Certificate within forty-five (45) days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Holder of the unredeemed balance hereof in the event of its redemption in part. The Certificates of this series are payable from the proceeds of an ad valorem tax levied upon all taxable property within the City, within the limitations prescribed by law, and are further payable from and secured by a lien on and pledge of the Pledged Revenues (identified and defined in the Ordinance), being a limited amount of the Net Revenues derived from the operation of the City's solid waste management system (the System), such lien on and pledge of the limited amount of Net Revenues being subordinate and inferior to the lien on and pledge of such Net Revenues securing payment of the currently outstanding Limited Pledge Obligations and any Prior Lien Obligations, Junior Lien Obligations, Subordinate Lien Obligations, or Additional Limited Pledge Obligations hereafter issued by the City. In the Ordinance, the City reserves and retains the right to issue Prior Lien Obligations, Junior Lien Obligations, Subordinate Lien Obligations, and Additional Limited Pledge Obligations (all as identified and defined in the Ordinance), while the Certificates are Outstanding, without limitation as to principal amount but subject to any terms, conditions or restrictions as may be applicable thereto under law or otherwise. Reference is hereby made to the Ordinance, a copy of which is on file in the corporate trust office of the Paying Agent/Registrar, and to all of the provisions of which the Holder by his acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied and the revenues pledged for the payment of the Certificates;the terms and conditions under which the City may issue Prior Lien Obligations, Junior Lien Obligations, Subordinate Lien Obligations, and Additional Limited Pledge Obligations; the terms and conditions relating to the transfer or exchange of the Certificates; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holder; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon 29650028.5 -12- which this Certificate may be redeemed or discharged at or prior to the Stated Maturity thereof, and deemed to be no longer Outstanding thereunder; and for the other terms and provisions specified in the Ordinance. Capitalized terms used herein have the same meanings assigned in the Ordinance. This Certificate, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register upon presentation and surrender at the corporate trust office of the Paying Agent/Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by the Holder hereof, or his duly authorized agent, and thereupon one or more new fully registered Certificates of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the Holder hereof whose name appears on the Security Register (i) on the Record Date as the owner hereof for purposes of receiving payment of interest hereon, (ii)on the date of surrender of this Certificate as the owner hereof for purposes of receiving payment of principal hereof at its Stated Maturity or its redemption, in whole or in part, and (iii) on any other date as the owner hereof for all other purposes, and neither the City nor the Paying Agent/Registrar, or any such agent of either, shall be affected by notice to the contrary. In the event of a non-payment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a Special Record Date)will be established by the Paying Agent/Registrar,if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest(the Special Payment Date-which shall be fifteen (15) days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, covenanted, and represented that all acts, conditions, and things required to be performed, exist, and be done precedent to the issuance of this Certificate in order to render the same a legal, valid, and binding obligation of the City have been performed, exist, and have been done, in regular and due time, form, and manner, as required by the laws of the State of Texas and the Ordinance, and that issuance of the Certificates does not exceed any constitutional or statutory limitation; and that due provision has been made for the payment of the principal of, premium if any, and interest on the Certificates by the levy of a tax and collection of Pledged Revenues as aforestated. In case any provision in this Certificate or any application thereof shall be deemed invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions and applications shall not in any way be affected or impaired thereby. The terms and provisions of this Certificate and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. [The remainder of this page intentionally left blank.] 29650028.5 -13- IN WITNESS WHEREOF, the City has caused this Certificate to be duly executed under its official seal. CITY OF CORPUS CHRISTI, TEXAS By Mayor ATTEST: City Secretary (CITY SEAL) [The remainder of this page intentionally left blank.] 29650028.5 -14- C. *Form of Registration Certificate of Comptroller of Public Accounts to Appear on Initial Certificate Only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF § PUBLIC ACCOUNTS § § REGISTER NO. THE STATE OF TEXAS § I HEREBY CERTIFY that this Certificate has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) *NOTE TO PRINTER: Not to appear on printed Certificates. D. Form of Registration Certificate of Paying Agent/Registrar to Appear on Definitive Certificates Only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Certificate has been duly issued under the provisions of the within-mentioned Ordinance; the Certificate or Certificates of the above-entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. Registered this date: The Bank of New York Mellon Trust Company,N.A., Dallas, Texas, as Paying Agent/Registrar By: Authorized Signature *NOTE TO PRINTER: Print on Definitive Certificates. 29650028.5 -15- E. Form of Assignmen . ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee): (Social Security or other identifying number): the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular. Signature guaranteed: [The remainder of this page intentionally left blank.] 29650028.5 -16- F. The Initial Certificate shall be in the form set forth in par�a_�aph B of this Section, except that the form of a single fully registered Initial Certificate shall be modified as follows: (i) immediately under the name of the Bond(s) the headings "Interest Rate" and "Stated Maturity" shall both be completed"as shown below"; (ii) first two paragraphs shall read as follows: REGISTERED PRINCIPAL REGISTERED AMOUNT NO. T-1 $ United States of America State of Texas Counties of Nueces,Aransas, Kleberg, and San Patricio CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATE OF OBLIGATION, TAXABLE SERIES 2018B Certificate Date: Interest Rate: Stated Maturity: CUSIP No. June 1, 2018 As Shown Below As Shown Below REGISTERED OWNER: PRINCIPAL AMOUNT: The City of Corpus Christi, Texas (the City), a body corporate and municipal corporation in the Counties of Nueces, Aransas, Kleberg, and San Patricio, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount specified above stated to mature on the first day of March in each of the years and in principal amounts and bearing interest at per annum rates in accordance with the following schedule: Years of Principal Interest Stated Maturity Amounts ($) Rates (Information to be inserted from schedule in Section 2 hereof) (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid Principal Amounts hereof from the Closing Date (anticipated to be on or about June 14, 2018), or from the most recent Interest Payment Date (defined below) to which interest has been paid or duly provided for, until the principal amounts have become due and payment thereof has been made or duly provided for, to the earlier of redemption or Stated Maturity, at the per annum rates of interest specified above,computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on March I and September I of each year,commencing March 1,2019 (each, an Interest Payment Date). 29650028.5 -17- Principal of this Certificate shall be payable to the Registered Owner hereof(the Holder), upon its presentation and surrender, to Stated Maturity or prior redemption, while Outstanding, at the corporate trust office of The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (the Paying Agent/Registrar). Interest shall be payable to the Holder of this Certificate whose name appears on the Security Register maintained by the Paying Agent/Registrar at the close of business on the Record Date, which is the fifteenth day of the month next preceding each Interest Payment Date. All payments of principal of and interest on this Certificate shall be in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. Interest shall be paid by the Paying Agent/Registrar by check sent on or prior to the appropriate date of payment by United States mail, first-class postage prepaid, to the Holder hereof at the address appearing in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of,the Holder hereof. G. Form of Insurance Legend. If bond insurance is obtained by the City or the Purchasers for the Certificates, the Definitive Certificates and the Initial Certificate shall bear an appropriate legend as provided by the insurer to appear under the following header: [BOND INSURANCE] SECTION 9. Definitions. For all purposes of this Ordinance (as defined below), except as otherwise expressly provided or unless the context otherwise requires: the terms defined in this Section have the meanings assigned to them in this Section, and certain terms used in Section 44 of this Ordinance have the meanings assigned to them in Section 44 of this Ordinance, and all such terms, include the plural as well as the singular; (ii) all references in this Ordinance to designated "Sections" and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; and(iii)the words"herein", "hereof', and"hereunder"and other words of similar import refer to this Ordinance as a whole and not to any particular Section or other subdivision. A. The term Additional Limited Pledge Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation or other evidences of indebtedness hereafter issued by the City payable in part from a pledge of and lien on Pledged Revenues of the System which pledge of revenues is limited as further provided in Section 20 of this Ordinance, and (ii) any obligations hereafter issued to refund the foregoing as determined by the City Council in accordance with any applicable law. B. The term Authorized Representatives shall mean the City Manager of the City, any Assistant City Manager,the City's Director of Financial Services, and the City Attorney. C. The term Certificates shall mean the $ "CITY OF CORPUS CHRISTI, TEXAS COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES 201813" authorized by this Ordinance. D. The term Certificate Fund shall mean the special Fund created and established by the provisions of Section 10 of this Ordinance. E. The term City shall mean the City of Corpus Christi, located in Nueces, Aransas, Kleberg, and San Patricio Counties, Texas and,where appropriate, the City Council of the City. 29650028.5 -18- F. The term Closing Date shall mean the date of physical delivery of the Initial Certificate in exchange for the payment of the agreed purchase price for the Certificates. G. The term Collection Date shall mean,when reference is being made to the levy and collection of annual ad valorem taxes,the date the annual ad valorem taxes levied each year by the City become delinquent. H. The term Debt Service Requirements shall mean, as of any particular date of computation, with respect to any obligations and with respect to any period, the aggregate of the amounts to be paid or set aside by the City as of such date or in such period for the payment of the principal of, premium, if any, and interest (to the extent not capitalized) on such obligations; assuming, in the case of obligations without a fixed numerical rate, that such obligations bear interest at the maximum rate permitted by the terms thereof and further assuming in the case of obligations required to be redeemed or prepaid as to principal prior to Stated Maturity,the principal amounts thereof will be redeemed prior to Stated Maturity in accordance with the mandatory redemption provisions applicable thereto. L The term Depository shall mean an official depository bank of the City. J. The term Fiscal Year shall mean the annual financial accounting period for the System now ending on September 30th of each year; provided, however, the City Council may change such annual financial accounting period to end on another date if such change is found and determined to be necessary for accounting purposes or is required by applicable law. K. The term Government Securities, as used herein, shall mean (i) direct noncallable obligations of the United States, including obligations that are unconditionally guaranteed by,the United States of America; (ii)noncallable obligations of an agency or instrumentality of the United States, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent; (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the issuer adopts or approves the proceedings authorizing the issuance of refunding bonds, are rated as to investment quality by a nationally recognized investment rating firm not less than "AAA" or its equivalent; or(iv) any additional securities and obligations hereafter authorized by the laws of the State of Texas as eligible for use to accomplish the discharge of obligations such as the Certificates. L. The term Gross Revenues for any period shall mean all income and revenues received by the City by virtue of its ownership and operation of the System, including, but not limited to, its rentals, fees, and other revenues resulting from the ownership of the System, including rentals received from leasing all or part of the System. However, it is expressly recognized that any such lease must comply with the requirements of the Code and existing regulations,published rulings, and court decisions. M. The term Holder or Holders shall mean the registered owner, whose name appears in the Security Register, for any Certificate. 29650028.5 -19- N. The term Interest Payment Date shall mean the date semiannual interest is payable on the Certificates, being March 1 and September 1 of each year, commencing March 1, 2019, while any of the Certificates remain Outstanding. O. The term Junior Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation, or any similar obligations hereafter issued by the City that are payable, in whole or in part, from and equally and ratably secured by a lien on and pledge of the Net Revenues of the System, such pledge being junior and inferior to the lien on and pledge of the Net Revenues of the System that may be pledged to the payment of any Prior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing the payment of the currently outstanding Limited Pledge Obligations (including the Certificates), or any Additional Limited Pledge Obligations hereafter issued by the City, all as further provided in Section 20 of this Ordinance and(ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by a junior and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with any applicable law. P. The term Limited Pledge Obligations shall mean (i) the outstanding and unpaid obligations of the City that are payable, in part, from and secured by a pledge of and lien on the Pledged Revenues of the System and designated as follows: (1) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2009", dated July 15, 2009, in the original principal amount of$8,460,000; (2) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2010", dated July 1, 2010, in the original principal amount of$3,000,000; and (3) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2015", dated October 1, 2015, in the original amount of$10,020,000; and (4) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2016", dated December 1, 2015, in the original amount of$2,000,000; and (5) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2016A", dated July 1, 2016, in the original amount of$16,430,000; and (6) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2017", dated May 1, 2017, in the original amount of$2,500,000; and (7) "City of Corpus Christi, Texas Combination Tax and Limited Pledge Revenue Certificates of Obligation, Series 2018A", dated June 1, 2018, in the original amount of$ ; and 29650028.5 -20- (8) Upon issuance, the Certificates; and (ii) obligations hereafter issued to refund any of the foregoing as determined by the City Council in accordance with any applicable law. Q. The term Maintenance and Operating Expenses shall mean the expenses of operation and maintenance, including all salaries, labor, materials, repairs and extensions necessary to maintain and operate the System; provided, however, that only such repairs and extensions as in the judgment of the City Council, reasonably and fairly exercised, are necessary to keep the System in operation and render adequate service to the City and the inhabitants thereof, or such as might be necessary to meet some physical action or condition which would otherwise impair the security of any bonds or other obligations payable from and secured,in whole or in part, by a lien on the Net Revenues derived from the ownership and operation of the System shall be deducted in determining Net Revenues. R. The term Net Revenues for any period shall mean the Gross Revenues of the System less the Maintenance and Operating Expenses of the System. S. The term Ordinance shall mean this ordinance as finally passed and adopted by the City Council of the City. T. The term Outstanding when used in this Ordinance with respect to Certificates shall mean, as of the date of determination, all Certificates issued and delivered under this Ordinance, except: (1) those Certificates canceled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Certificates for which payment has been duly provided by the City in accordance with the provisions of Section 29 of this Ordinance; and (3) those Certificates that have been mutilated, destroyed, lost, or stolen and replacement Certificates have been registered and delivered in lieu thereof as provided in Section 25 of this Ordinance. U. The term Pledged Revenues shall mean,while the Certificates remain Outstanding, an amount of Net Revenues not in excess of$1,000. The Pledged Revenues shall be deposited, allocated, and expended in accordance with Section 10 of this Ordinance. V. The term Pledged Revenue Amount shall mean the total amount, not to exceed $1,000 while the Certificates are Outstanding, of Net Revenues that may be transferred in whole or in part by the City in any given Fiscal Year(however, any amounts transferred prior to the final maturity date of the Certificates may not exceed the total amount of $1,000) to the Certificate Fund. W. The term Prior Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation or any similar obligations hereafter issued by the City that are payable wholly or in part from and equally and ratably secured by a prior and first lien on and pledge of 29650028.5 -21- the Net Revenues of the System,all as further provided in Section 20 of this Ordinance, and(ii) any obligations hereafter issued to refund the foregoing if issued in a manner so as to be payable from and equally and ratably secured by a prior and first lien on and pledge of the Net Revenues of the System as determined by the City Council in accordance with any applicable law. X. The term Purchasers shall mean the initial purchaser or purchasers of the Certificates named in Section 26 of this Ordinance. Y. The term Stated Maturity shall mean the annual principal payments of the Certificates payable on March I of each year the Certificates are Outstanding as set forth in Section 2 of this Ordinance. Z. The term Subordinate Lien Obligations shall mean (i) any bonds, notes, warrants, certificates of obligation, or any similar obligations hereafter issued by the City that are payable, in whole or in part, from and equally and ratably secured by a lien on and pledge of the Net Revenues of the System, such pledge being subordinate and inferior to the lien on and pledge of the Net Revenues of the System that may be pledged to the payment of any Prior Lien Obligations or Junior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing the payment of the currently outstanding Limited Pledge Obligations (including the Certificates), or any Additional Limited Pledge Obligations hereafter issued by the City, all as further provided in Section 20 of this Ordinance, and (ii) obligations hereafter issued to refund any of the foregoing that are payable from and equally and ratably secured by a subordinate and inferior lien on and pledge of the Net Revenues as determined by the City Council in accordance with any applicable law. AA. The term System shall mean a plant, composting process plant,incinerator, sanitary landfill, transfer station, or other works and equipment that is acquired, installed, or operated to collect, handle, store, process, recover material or energy from, or dispose of solid waste, and includes sites for those works and equipment. SECTION 10. Certificate Fund - Investments. For the purpose of paying the interest on and to provide a sinking fund for the payment,redemption,and retirement of the Certificates,there shall be and is hereby created a special fund to be designated "COMBINATION TAX AND LIMITED PLEDGE REVENUE CERTIFICATES OF OBLIGATION, TAXABLE SERIES 2018B INTEREST AND SINKING FUND" (the Certificate Fund), which fund shall be kept and maintained at the Depository, and money deposited in such fund shall be used for no other purpose. Authorized Representatives of the City are hereby authorized and directed to make withdrawals from the Certificate Fund sufficient to pay the purchase price or the amount of principal of, premium, if any, and interest on the Certificates as the same become due and payable, or the purchase price thereof, and shall cause to be transferred to the Paying Agent/Registrar from money on deposit in the Certificate Fund an amount sufficient to pay the amount of principal and/or interest stated to mature on the Certificates, such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the business day next preceding each interest and principal payment date for the Certificates. The City, at its sole discretion,may deposit the Pledged Revenue Amount to the Certificate 29650028.5 -22- Fund. The Pledged Revenue Amount,if deposited, shall be expended annually to pay principal of and interest on the Certificates as the same become due and payable. This Pledged Revenue Amount shall be accounted for and transferred to the Paying Agent/Registrar in accordance with the provisions of the previous paragraph of this Section. Pending the transfer of funds to the Paying Agent/Registrar, money deposited in any fund created and established by this Ordinance may, at the option of the City,be placed in time deposits, certificates of deposit, guaranteed investment contracts, or similar contractual agreements, as permitted by the provisions of the Public Funds Investment Act, as amended, Chapter 2256, Texas Government Code, secured (to the extent not insured by the Federal Deposit Insurance Corporation)by obligations of the type hereinafter described, or be invested, as authorized by any law, including investments held in book-entry form, in securities, including, but not limited to, direct obligations of the United States of America, obligations guaranteed or insured by the United States of America, which, in the opinion of the Attorney General of the United States, are backed by its full faith and credit or represent its general obligations, or invested in indirect obligations of the United States of America, including, but not limited to, evidences of indebtedness issued, insured or guaranteed by such governmental agencies as the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home Loan Banks, Government National Mortgage Association, Farmers Home Administration, Federal Home Loan Mortgage Association, Small Business Administration, or Federal Housing Association; provided that all such deposits and investments shall be made in such a manner that the money required to be expended from such fund will be available at the proper time or times. All interest and income derived from deposits and investments in any fund established pursuant to the provisions of this Ordinance shall be credited to, and any losses debited to, such fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Certificates. SECTION 11. Tax Levy. To provide for the payment of the Debt Service Requirements on the Certificates being (i) the interest on the Certificates and (ii) a sinking fund for their redemption at Stated Maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied for the current year and each succeeding year thereafter while the Certificates or any interest thereon shall remain Outstanding, a sufficient tax, within the limitations prescribed by law, on each one hundred dollars valuation of taxable property in the City, adequate to pay such Debt Service Requirements, full allowance being made for delinquencies and costs of collection; said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Certificate Fund and are thereafter pledged to the payment of the Certificates. The City Council hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay such Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness and obligations of the City. The amount of taxes to be provided annually for the payment of the principal of and interest on the Certificates shall be determined and accomplished in the following manner: A. Prior to the date the City Council establishes the annual tax rate and passes an ordinance levying ad valorem taxes each year, the City Council shall determine: 29650028.5 -23- (1) the amount of Debt Service Requirements to become due and payable on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year; (2) the amount on deposit in the Certificate Fund after (a) deducting therefrom the total amount of Debt Service Requirements to become due on Certificates prior to the Collection Date for the ad valorem taxes to be levied and(b) adding thereto the amount of the Pledged Revenues,if any, or any other lawfully available funds to be appropriated and allocated during such year to pay such Debt Service Requirements, if any, prior to the Collection Date for the ad valorem taxes to be levied; and (3) the amount of Pledged Revenues, if any, or any other lawfully available funds appropriated and set aside for the payment of the Debt Service Requirements on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding Fiscal Year. B. The amount of taxes to be levied annually each year to pay the Debt Service Requirements on the Certificates shall be the amount established in paragraph (1) above less the sum total of the amounts established in paragraphs (2) and (3), after taking into consideration delinquencies and costs of collecting such annual taxes. SECTION 12. Pledge of Pledged Revenues. The City hereby covenants and agrees that, subject to (i) any prior lien on and pledge of the Net Revenues of the System to the payment and security of any Prior Lien Obligations, Junior Lien Obligations, or Subordinate Lien Obligations hereafter issued by the City and(ii)the lien on and pledge of the Pledged Revenues (or such other limited amount of excess Net Revenues of the System)to the payment and security of the currently outstanding Limited Pledge Obligations, the Pledged Revenues are hereby irrevocably pledged to the payment of the principal of and interest on the Certificates and the pledge of Pledged Revenues herein made for the payment of the Certificates shall constitute a lien on the Pledged Revenues in accordance with the terms and provisions hereof and be valid and binding without any physical delivery thereof or further act by the City. SECTION 13. Revenue Fund. The City hereby covenants and agrees that all Gross Revenues derived from the operation of the System shall be kept separate and apart from all other funds, accounts and money of the City and shall be deposited as collected into the "CITY OF CORPUS CHRISTI, TEXAS SOLID WASTE MANAGEMENT SYSTEM REVENUE FUND" (the Revenue Fund. All money deposited in the Revenue Fund shall be pledged and appropriated to the extent required for the following purposes and in the order of priority shown: • First: to the payment of the reasonable and proper Maintenance and Operating Expenses of the System required by statute or ordinances authorizing the issuance of any indebtedness of the City to be a first charge on and claim against the Gross Revenues of the System; • Second: To the payment of the amounts that must be deposited in the special funds and accounts created and established for the payment, security, and benefit of any 29650028.5 -24- Prior Lien Obligations hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance; • Third: To the payment of the amounts that must be deposited in the special funds and accounts created and established for the payment, security, and benefit of any Junior Lien Obligations hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance; • Fourth: To the payment of the amounts that must be deposited in the special funds and accounts created and established for the payment, security, and benefit of any Subordinate Lien Obligations hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance; and • Fifth: To the payment of the amounts that may be deposited in the special funds and accounts established for the payment of the currently outstanding Limited Pledge Obligations, including the Certificates, and any Additional Limited Pledge Obligations hereafter issued by the City in accordance with the terms and provisions of any ordinances authorizing their issuance. Any Net Revenues remaining in the System Fund after satisfying the foregoing payments, or making adequate and sufficient provision for the payment, security and benefit thereof,may be appropriated and used for any other City purpose now or hereafter permitted by law. SECTION 14. Deposits to Certificate Fund — Surplus Certificate Proceeds. The City hereby covenants and agrees to cause to be deposited in the Certificate Fund prior to a principal and Interest Payment Date for the Certificates, from the Pledged Revenues in the System Fund, after the deduction of all payments required to be made to the special funds or accounts created for the payment,security, and benefit of the(i)any Prior Lien Obligations,Junior Lien Obligations, or Subordinate Lien Obligations hereafter issued by the City and (ii) the currently outstanding Limited Pledge Obligations and any Additional Limited Pledge Obligations hereafter issued by the City, any amounts budgeted to be paid therefrom in such Fiscal Year. Accrued interest, if any,received from the Purchasers of the Certificates shall be deposited to the Certificate Fund and ad valorem taxes levied and collected for the benefit of the Certificates shall be deposited to the Certificate Fund. In addition, any surplus proceeds,including investment income therefrom, from the sale of the Certificates not expended for authorized purposes shall be deposited in the Certificate Fund, and such amounts so deposited shall reduce the sums otherwise required to be deposited in said fund from ad valorem taxes. SECTION 15. Security of Funds. All money on deposit in the funds for which this Ordinance makes provision(except any portion thereof as may be at any time properly invested as provided herein) shall be secured in the manner and to the fullest extent required by the laws of the State of Texas for the security of public funds, and money on deposit in such funds shall be used only for the purposes permitted by this Ordinance. SECTION 16. Maintenance of System - Insurance. The City covenants and agrees that while the Certificates remain Outstanding it will maintain and operate the System with all possible 29650028.5 -25- efficiency and maintain casualty and other insurance (including a system of self-insurance) on the properties of the System and its operations of a kind and in such amounts customarily carried by municipal corporations in the State of Texas engaged in a similar type of business and that it will faithfully and punctually perform all duties with reference to the System required by the laws of the State of Texas. All money received from losses under such insurance policies, other than public liability policies, are held for the benefit of the holders of the Certificates until and unless the proceeds are paid out in making good the loss or damage in respect of which such proceeds are received, either by replacing the property destroyed or repairing the property damaged, and adequate provision for making good such loss or damage must be made within ninety (90) days after the date of loss. The payment of premiums for all insurance policies required under the provisions hereof shall be considered Maintenance and Operating Expenses. Nothing in this Ordinance shall be construed as requiring the City to expend any funds which are derived from sources other than the operation of the System but nothing herein shall be construed as preventing the City from doing so. SECTION 17. Rates and Charges. The City hereby covenants and agrees with the Holders of the Certificates that rates and charges for solid waste collection services afforded by the System will be established and maintained to provide Gross Revenues sufficient at all times: A. to pay,together with any other lawfully available funds,all operating,maintenance, depreciation, replacement, betterment, and other costs incurred in the maintenance and operation of the System, including, but not limited to, Maintenance and Operating Expenses; B. to produce Net Revenues sufficient, together with any other lawfully available funds, to pay (i)the interest on and principal of any Prior Lien Obligations hereafter issued by the City as the same becomes due and payable and the amounts required to be deposited in any special fund created and established for the payment, security, and benefit thereof, (ii)the interest on and principal of any Junior Lien Obligations hereafter issued by the City as the same becomes due and payable and the amounts required to be deposited in any special fund created and established for the payment, security, and benefit thereof, (iii) the interest on and principal of any Subordinate Lien Obligations hereafter issued by the City as the same becomes due and payable and the amounts required to be deposited in any special fund created and established for the payment, security, and benefit thereof, and (iv) the amounts that may be deposited in the special funds established for the payment of the Limited Pledge Obligations or any Additional Limited Pledge Obligations hereafter issued by the City; and C. to pay other legally incurred indebtedness payable from the Net Revenues of the System and/or secured by a lien on the System or the Net Revenues thereof. SECTION 18. Records and Accounts - Annual Audit. The City further covenants and agrees that so long as any of the Certificates remain Outstanding it will keep and maintain separate and complete records and accounts pertaining to the operations of the System in which complete and correct entries shall be made of all transactions relating thereto, as provided by Chapter 363, as amended, Texas Health and Safety Code, or other applicable law. The Holders of the Certificates or any duly authorized agent or agents of the Holders shall have the right to inspect the System and all properties comprising the same. The City further agrees that, following the close of each Fiscal Year, it will cause an audit of such books and accounts to be made by an 29650028.5 -26- independent firm of certified public accountants. Expenses incurred in making the annual audit of the operations of the System are to be regarded as Maintenance and Operating Expenses. SECTION 19. Remedies in Event of Default. In addition to all the rights and remedies provided by the laws of the State of Texas, the City covenants and agrees particularly that in the event the City (a) defaults in the payments to be made to the Certificate Fund, or (b) defaults in the observance or performance of any other of the covenants, conditions, or obligations set forth in this Ordinance,the Holders of any of the Certificates shall be entitled to seek a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the governing body of the City and other officers of the City to observe and perform any covenant, condition, or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. The specific remedies herein provided shall be cumulative of all other existing remedies and the specification of such remedies shall not be deemed to be exclusive. SECTION 20. Issuance of Prior Lien Obligations—Junior Lien Obligations—Subordinate Lien Obligations — Additional Limited Pledge Obligations. The City hereby expressly reserves the right to hereafter issue bonds,notes, warrants, certificates of obligation, or similar obligations, payable, wholly or in part, as appropriate, from and secured by a pledge of and lien on the Net Revenues of the System with the following priorities, without limitation as to principal amount, but subject to any terms, conditions, or restrictions applicable thereto under existing ordinances, laws, or otherwise: A. Prior Lien Obligations payable from and equally and ratably secured by a first and prior lien on and pledge of the Net Revenues of the System; B. Junior Lien Obligations payable from and equally and ratably secured by a lien on and pledge of the Net Revenues that is junior and inferior to the lien on and pledge thereof securing the payment of any Prior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing the payment of the Certificates and any Subordinate Lien Obligations or Additional Limited Pledge Obligations hereafter issued by the City; and C. Subordinate Lien Obligations payable from and equally and ratably secured by a lien on and pledge of the Net Revenues that is subordinate and inferior to the lien on and pledge thereof securing the payment of any Prior Lien Obligations or Junior Lien Obligations hereafter issued by the City, but prior and superior to the lien on and pledge of the Net Revenues securing, in part, the payment of the currently outstanding Limited Pledge Obligations, the Certificates, and any Additional Limited Pledge Obligations hereafter issued by the City; and D. Additional Limited Pledge Obligations secured by a lien on and pledge of a limited amount of the Net Revenues in accordance with the provisions of the following paragraph. Prior Lien Obligations, Junior Lien Obligations, and Subordinate Lien Obligations, if issued, may be payable, in whole or in part, from Net Revenues (without impairment of the 29650028.5 -27- obligation of contract with the holders of the currently outstanding Limited Pledge Obligations and the Certificates) upon such terms and conditions as the City Council may determine. Additional Limited Pledge Obligations, if issued and payable, in whole or in part, from Pledged Revenues (defined in the same or similar terms as provided in Section 9 of this Ordinance or in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations), shall not in any event be construed to be payable from the Pledged Revenues authorized by this Ordinance or in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations to be budgeted and appropriated for the payment of the Certificates or in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations. However, the lien on and pledge of the limited amount of Net Revenues securing, in part, the payment of the Certificates, the Limited Pledge Obligations and any Additional Limited Pledge Obligations shall be subordinate and inferior to the pledge of and lien on the Net Revenues securing the payment of any Prior Lien Obligations, Junior Lien Obligations, or Subordinate Lien Obligations hereafter issued by the City. SECTION 21. Special Covenants. The City hereby further covenants that: A. it has the lawful power to pledge the Pledged Revenues supporting the Certificates and has lawfully exercised said powers under the laws of the State of Texas, including power existing under Chapter 363, as amended, Texas Health and Safety Code, and the Certificate of Obligation Act of 1971, as amended, Texas Local Government Code, Section 271.041 through Section 271.064, and the City's Home Rule Charter; and B. other than for the payment of the currently outstanding Limited Pledge Obligations, the Net Revenues of the System have not in any manner been pledged to the payment of any debt or obligation of the City or of the System; SECTION 22. Application of the Covenants and Agreements of the Prior Lien Obligations, Junior Lien Obligations, or Subordinate Lien Obligations. It is the intention of the City Council and accordingly hereby recognized and stipulated that the provisions, agreements, and covenants contained herein bearing upon the management and operations of the System, and the administration and application of Gross Revenues derived from the operation thereof, shall to the extent possible be harmonized with like provisions, agreements, and covenants contained in the ordinances authorizing the issuance of any Prior Lien Obligations, Junior Lien Obligations, or Subordinate Lien Obligations hereafter issued by the City, and to the extent of any irreconcilable conflict between the provisions contained herein and in the ordinances authorizing the issuance of any Prior Lien Obligations, Junior Lien Obligations, or Subordinate Lien Obligations hereafter issued, the provisions, agreements and covenants contained therein shall prevail to the extent of such conflict and be applicable to this Ordinance, especially the priority of rights and benefits conferred thereby to the holders of any Prior Lien Obligations, Junior Lien Obligations, or Subordinate Lien Obligations hereafter issued. It is expressly recognized that prior to the issuance of any Prior Lien Obligations, Junior Lien Obligations, or Subordinate Lien Obligations, the City must comply with each of the conditions precedent contained in the ordinances authorizing the issuance of the currently outstanding Limited Pledge Obligations and the Certificates, as appropriate. 29650028.5 -28- SECTION 23. Notices to Holders - Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States mail, first-class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail,neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Holders. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 24. Cancellation. All Certificates surrendered for payment, redemption,transfer, exchange, or replacement,if surrendered to the Paying Agent/Registrar, shall be promptly canceled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already canceled, shall be promptly canceled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Certificates previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly canceled by the Paying Agent/Registrar. All canceled Certificates held by the Paying Agent/Registrar shall be destroyed as directed by the City. SECTION 25. Mutilated, Destroyed, Lost, and Stolen Certificates. If (1) any mutilated Certificate is surrendered to the Paying Agent/Registrar, or the City and the Paying Agent/Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Certificate, and (2) there is delivered to the City and the Paying Agent/Registrar such security or indemnity as may be required to save each of them harmless, then, in the absence of notice to the City or the Paying Agent/Registrar that such Certificate has been acquired by a bona fide purchaser, the City shall execute and, upon its request, the Paying Agent/Registrar shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Certificate, a new Certificate of the same Stated Maturity and interest rate and of like tenor and principal amount, bearing a number not contemporaneously Outstanding. In case any such mutilated, destroyed,lost, or stolen Certificate has become or is about to become due and payable, the City in its discretion may, instead of issuing a new Certificate, pay such Certificate. Upon the issuance of any new Certificate or payment in lieu thereof, under this Section, the City may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge imposed in relation thereto and any other expenses and charges (including attorney's fees and the fees and expenses of the Paying Agent/Registrar) connected therewith. Every new Certificate issued pursuant to this Section in lieu of any mutilated, destroyed, lost, or stolen Certificate shall constitute a replacement of the prior obligation of the City,whether 29650028.5 -29- or not the mutilated, destroyed, lost, or stolen Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Certificates. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost, or stolen Certificates. SECTION 26. Sale of the Certificates — Official Statement Approval — Approval of Purchase Contract - Use of Certificate Proceeds. The Certificates authorized by this Ordinance are hereby sold by the City to Wells Fargo Bank, N.A., San Antonio, Texas, as the authorized representative of a group of underwriters at a negotiated sale(the Purchasers,having all the rights, benefits, and obligations of a Holder) in accordance with the provisions of a Purchase Contract, dated May 15,2018 (the Purchase Contract), attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. The Initial Certificate shall be registered in the name of the Wells Fargo Bank, N.A. The pricing and terms of the sale of the Certificates are hereby found and determined to be the most advantageous reasonably obtainable by the City. The Mayor and any Authorized Representative is hereby authorized and directed to execute the Purchase Contract for and on behalf of the City and as the act and deed of the City Council, and in regard to the approval and execution of the Purchase Contract, the City Council hereby finds, determines and declares that the representations,warranties, and agreements of the City contained in the Purchase Contract are true and correct in all material respects and shall be honored and performed by the City. Delivery of the Certificates to the Purchasers shall occur as soon as practicable after the adoption of this Ordinance, upon payment therefor in accordance with the terms of the Purchase Contract. Furthermore, the City hereby ratifies, confirms, and approves in all respects (i)the City's prior determination that the Preliminary Official Statement was, as of its date, "deemed final" in accordance with the Rule (hereinafter defined) and (ii) the use and distribution of the Preliminary Official Statement by the Purchasers in connection with the public offering and sale of the Certificates. The final Official Statement,being a modification and amendment of the Preliminary Official Statement to reflect the terms of sale (together with such changes approved by an Authorized Representative), shall be and is hereby in all respects approved and the Purchasers are hereby authorized to use and distribute the final Official Statement, dated May 15, 2018, in the reoffering, sale and delivery of the Certificates to the public. The Mayor and/or City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of the Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Purchasers. The proper officials of the City are hereby authorized to execute and deliver a certificate pertaining to such Official Statement as prescribed therein, dated as of the date of payment for and delivery of the Certificates. Proceeds from the sale of the Certificates shall be applied as follows: (1) Accrued interest (in the amount of $ ) received from the Purchasers shall be deposited into the Certificate Fund. The City received an original issue 29650028.5 -30- reoffering premium from the sale of the Certificates of $ which is hereby allocated by the City in the following manner: (1) $ to pay the Purchasers' compensation, (2) $ to pay the costs of issuance, and (3) $ shall be deposited to the project construction fund. (2) The amount of$ (being principal of the Certificates in the amount of$ and a portion of the premium in the amount of$ as described above), derived from the sale of the Certificates, after making the deposits to the Certificate Fund as described in (1) above, shall be used to pay costs of issuance or deposited into the special construction account or accounts created for the projects to be constructed with the proceeds of the Certificates. This special construction account shall be established and maintained at the Depository and shall be invested in accordance with the provisions of Section 10 of this Ordinance. The governing body of the City hereby appropriates from this special construction account funds necessary to undertake these capital projects for which the Certificates are issued (being those projects described in Section 1 hereof). Interest earned on the proceeds of the Certificates pending completion of construction of the projects financed with such proceeds shall be accounted for,maintained, deposited,and expended as permitted by the provisions of Chapter 1201,as amended, Texas Government Code, or as required by any other applicable law. Thereafter, such amounts shall be expended in accordance with Section 14 of this Ordinance. SECTION 27. Taxable Obligations. The Certificates are not"state or local bonds"within the meaning of section 103(a)and(c)of the Internal Revenue Code of 1986, as amended;therefore, the interest on the Certificates is not excludable from the gross income of the holders thereof for federal income tax purposes. SECTION 28. Control and Custody of Certificates. The Mayor of the City shall be and is hereby authorized to take and have charge of all necessary orders and records pending investigation by the Attorney General of the State of Texas and shall take and have charge and control of the Certificates pending their approval by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery of the Certificates to the Purchasers. Furthermore, each Authorized Representative is hereby authorized and directed to furnish and execute such documents relating to the City and its financial affairs as may be necessary for the issuance of the Certificates, the approval of the Attorney General of the State of Texas and their registration by the Comptroller of Public Accounts of the State of Texas and, together with the City's financial advisor, bond counsel, and the Paying Agent/Registrar, make the necessary arrangements for the delivery of the Initial Certificate to the Purchasers and the initial exchange thereof for definitive Certificates. SECTION 29. Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied and the lien on and pledge of the Pledged Revenues under this Ordinance and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. 29650028.5 -31- Certificates, or any principal amount(s)thereof, shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Certificates or the principal amount(s)thereof at Stated Maturity or to the redemption date therefor,together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, and/or(ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities that mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money,together with any money deposited therewith,if any,to pay when due the principal of and interest on such Certificates, or the principal amount(s)thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/Registrar have been made) the redemption date thereof. In the event of a defeasance of the Certificates,the City shall deliver a certificate from its financial advisor, the Paying Agent/Registrar, an independent accounting firm, or another qualified third party concerning the deposit of cash and/or Government Securities to pay,when due,the principal of, redemption premium (if any), and interest due on any defeased Certificates. Any money so deposited with the Paying Agent/Registrar, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Certificates, or any principal amount(s) thereof, or interest thereon with respect to which such money has been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Certificates and remaining unclaimed for a period of three(3)years after the Stated Maturity of the Certificates, or applicable redemption date, such money was deposited and is held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor, subject to the unclaimed property laws of the State of Texas. Notwithstanding any other provision of this Ordinance to the contrary,it is hereby provided that any determination not to redeem defeased Certificates that is made in conjunction with the payment arrangements specified in subsection (i) or (ii) above shall not be irrevocable, provided that: (1)in the proceedings providing for such defeasance, the City expressly reserves the right to call the defeased Certificates for redemption; (2) gives notice of the reservation of that right to the owners of the defeased Certificates immediately following the defeasance; (3) directs that notice of the reservation be included in any redemption notices that it authorizes; and (4) at the time of the redemption, satisfies the conditions of(i) or (ii) above with respect to such defeased debt as though it was being defeased at the time of the exercise of the option to redeem the defeased Certificates, after taking the redemption into account in determining the sufficiency of the provisions made for the payment of the defeased Certificates. SECTION 30. Printed Opinion. The Purchasers' obligation to accept delivery of the Certificates is subject to their being furnished a final opinion of Norton Rose Fulbright US LLP, San Antonio, Texas, as Bond Counsel, approving certain legal matters as to the Certificates, the opinion to be dated and delivered as of the date of initial delivery and payment for the Certificates. Printing of a true and correct copy of the opinion on the reverse side of each of the Certificates, with appropriate certificate pertaining thereto executed by facsimile signature of the City Secretary of the City is hereby approved and authorized. 29650028.5 -32- SECTION 31. CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Certificates. It is expressly provided,however,that the presence or absence of CUSIP numbers on the definitive Certificates shall be of no significance or effect as regards the legality thereof, and neither the City nor Bond Counsel are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Certificates. SECTION 32. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 33. Ordinance a Contract, Amendments - Outstanding Certificates. The City acknowledges that the covenants and obligations of the City herein contained are a material inducement to the purchase of the Certificates. This Ordinance shall constitute a contract with the Holders from time to time, binding on the City and its successors and assigns, and it shall not be amended or repealed by the City so long as any Certificate remains Outstanding except as permitted in this Section. The City may,without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders,including the curing of any ambiguity,inconsistency,or formal defect or omission herein. In addition, the City may, with the written consent of Holders holding a majority in aggregate principal amount of the Certificates then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance;provided,however,that,without the consent of all Holders of Outstanding Certificates, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of and interest on the Certificates,reduce the principal amount thereof or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, the redemption price therefor, or interest on the Certificates, (2) give any preference to any Certificate over any other Certificate, or (3) reduce the aggregate principal amount of Certificates required for consent to any such amendment, addition, or rescission. SECTION 34. Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City,Bond Counsel,Paying Agent/Registrar, and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, this Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the City, Bond Counsel, Paying Agent/Registrar, and the Holders. SECTION 35. Inconsistent Provisions. All ordinances and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters ordained herein. SECTION 36. Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 37. Severability. If any provision of this Ordinance or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Ordinance and the application of such provision to other persons and circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. 29650028.5 -33- SECTION 38. Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural,words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 39. Incorporation of Preamble Recitals. The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Ordinance for all purposes and are adopted as a part of the judgment and findings of the City Council of the City. SECTION 40. Authorization of Paving Agent/Registrar Agreement. The City Council of the City hereby finds and determines that it is in the best interest of the City to authorize the execution of a Paying Agent/Registrar Agreement concerning the payment, exchange,registration, and transferability of the Certificates. A copy of the Paying Agent/Registrar Agreement is attached hereto, in substantially final form, as Exhibit A and is incorporated by reference to the provisions of this Ordinance. SECTION 41. Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 42. Unavailability of Authorized Publication. If, because of the temporary or permanent suspension of any newspaper, journal, or other publication, or, for any reason, publication of notice cannot be made meeting any requirements herein established, any notice required to be published by the provisions of this Ordinance shall be given in such other manner and at such time or times as in the judgment of the City or of the Paying Agent/Registrar shall most effectively approximate such required publication and the giving of such notice in such manner shall for all purposes of this Ordinance be deemed to be in compliance with the requirements for publication thereof. SECTION 43. No Recourse Against City Officials. No recourse shall be had for the payment of principal of, premium, if any, or interest on any Certificate or for any claim based thereon or on this Ordinance against any official of the City or any person executing any Certificate. SECTION 44. Continuing Disclosure Undertaking. A. Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: EMMU means the MSRB's Electronic Municipal Market Access system, accessible by the general public, without charge, on the internet through the uniform resource locator (URL) http://www.emma.msrb.org. MSRB means the Municipal Securities Rulemaking Board. 29650028.5 -34- Rule means SEC Rule 15c2-12, as amended from time to time. SEC means the United States Securities and Exchange Commission. B. Annual Reports. The City shall file annually with the MSRB, (1) within six months after the end of each fiscal year of the City ending in or after 2018,financial information and operating data with respect to the System of the general type included in the final Official Statement authorized by Section 26 of this Ordinance, being the information described in Exhibit C hereto, and (2) if not provided as part of such financial information and operating data, audited financial statements of the City, when and if available. Any financial statements so to be provided shall be (i)prepared in accordance with the accounting principles described in Exhibit C hereto, or such other accounting principles as the City may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the City commissions an audit of such financial statements and the audit is completed within the period during which they must be provided. If the audit of such financial statements is not complete within such period,then the City shall file unaudited financial statements within such period and audited financial statements for the applicable fiscal year to the MSRB,when and if the audit report on such financial statements becomes available. Under current Texas law,including,but not limited to,Chapter 103,as amended,Texas Local Government Code, the City must have its records and accounts audited annually and shall have an annual financial statement prepared based on the audit. The annual financial statement, including the auditor's opinion on the statement,shall be filed in the office of the City Secretary within one hundred eighty (180) days after the last day of the City's fiscal year. Additionally,upon the filing of this financial statement and the annual audit, these documents are subject to the Texas Open Records Act, as amended, Texas Government Code, Chapter 552. If the City changes its fiscal year, it will file notice of such change (and of the date of the new fiscal year end) with the MSRB prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. C. Notice of Certain Events. The City shall file notice of any of the following events with respect to the Certificates to the MSRB in a timely manner and not more than 10 business days after occurrence of the event: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability,Notices of Proposed Issue (IRS Form 5701- 29650028.5 -35- TEB), or other material notices or determinations with respect to the tax status of the Certificates, or other material events affecting the tax status of the Certificates; (7) Modifications to rights of holders of the Certificates if material; (8) Certificate calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Certificates, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) Appointment of a successor or additional paying agent/registrar or the change of name of a paying agent/registrar, if material. For these purposes, any event described in the immediately preceding paragraph (12) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. The City shall file notice with the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with this Section by the time required by this Section. D. Limitations, Disclaimers, and Amendments. The City shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the City remains an "obligated person" with respect to the Certificates within the meaning of the Rule, except that the City in any event will give notice of any deposit that causes the Certificates to be no longer Outstanding. 29650028.5 -36- The provisions of this Section are for the sole benefit of the holders and beneficial owners of the Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Certificates at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITH OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity,nature, status, or type of operations of the City,but only if(1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Certificates in the primary offering of the Certificates in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a)the holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Certificates consent to such amendment or (b) a person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the holders and beneficial owners of the Certificates. The City may also repeal or amend the provisions of this Section if the SEC amends or repeals the applicable provisions of the Rule or any court of final jurisdiction enters judgment that such provisions of the Rule are invalid, and the City also may amend the provisions of this Section in its discretion in any other manner or circumstance, but in either case only if and to the extent that the provisions of this sentence would not have prevented an underwriter from lawfully purchasing or selling Certificates in the primary offering of the Certificates, giving effect to (a) such provisions as so amended and(b) any amendments or interpretations of the Rule. If the City so amends the provisions of this Section, the City shall include with any amended financial information or operating data next provided in accordance with this Section an explanation, in 29650028.5 -37- narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. E. Information Format, Incorporation by Reference. The City information required under this Section shall be filed with the MSRB through EMMA in such format and accompanied by such identifying information as may be specified from time to time thereby. Under the current rules of the MSRB, continuing disclosure documents submitted to EMMA must be in word-searchable portable document format(PDF)files that permit the document to be saved,viewed,printed, and retransmitted by electronic means and the series of obligations to which such continuing disclosure documents relate must be identified by CUSIP number or numbers. Financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document)available to the public through EMMA or filed with the SEC. SECTION 45. Book-Entry OnlyS. sem. The Certificates shall initially be registered so as to participate in a securities depository system (the DTC System) with The Depository Trust Company, New York, New York, or any successor entity thereto (DTC), as set forth herein. Each Stated Maturity of the Certificates shall be issued (following cancellation of the Initial Certificate described in Section 7)in the form of a separate single definitive Certificate. Upon issuance,the ownership of each such Certificate shall be registered in the name of Cede & Co., as the nominee of DTC, and all of the Outstanding Certificates shall be registered in the name of Cede & Co., as the nominee of DTC. The City and the Paying Agent/Registrar are authorized to execute, deliver, and take the actions set forth in such letters to or agreements with DTC as shall be necessary to effectuate the DTC System, including the Letter of Representations attached hereto as Exhibit D (the Representation Letter). With respect to the Certificates registered in the name of Cede& Co., as nominee of DTC, the City and the Paying Agent/Registrar shall have no responsibility or obligation to any broker-dealer, bank, or other financial institution for which DTC holds the Certificates from time to time as securities depository (a Depository Participant) or to any person on behalf of whom such a Depository Participant holds an interest in the Certificates (an Indirect Participant). Without limiting the immediately preceding sentence, the City and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i)the accuracy of the records of DTC, Cede & Co., or any Depository Participant with respect to any ownership interest in the Certificates, (ii)the delivery to any Depository Participant or any other person, other than a registered owner of the Certificates, as shown on the Security Register, of any notice with respect to the Certificates, including any notice of redemption, or (iii)the delivery to any Depository Participant or any Indirect Participant or any other Person, other than a Holder of a Certificate, of any amount with respect to principal of,premium, if any, or interest on the Certificates. While in the DTC System,no person other than Cede&Co., or any successor thereto, as nominee for DTC, shall receive a bond certificate evidencing the obligation of the City to make payments of principal, premium, if any, and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying 29650028.5 -38- Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks or drafts being mailed to the Holder,the word"Cede&Co."in this Ordinance shall refer to such new nominee of DTC. In the event that (a)the City determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (b) the Representation Letter shall be terminated for any reason, or (c) DTC or the City determines that it is in the best interest of the beneficial owners of the Certificates that they be able to obtain certificated Certificates,the City shall notify the Paying Agent/Registrar, DTC, and the Depository Participants of the availability within a reasonable period of time through DTC of bond certificates, and the Certificates shall no longer be restricted to being registered in the name of Cede&Co., as nominee of DTC. At that time,the City may determine that the Certificates shall be registered in the name of and deposited with a successor depository operating a securities depository system, as may be acceptable to the City, or such depository's agent or designee, and if the City and the Paying Agent/Registrar do not select such alternate securities depository system then the Certificates may be registered in whatever name or names the Holders of Certificates transferring or exchanging the Certificates shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Certificate is registered in the name of Cede& Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Certificate and all notices with respect to such Certificate shall be made and given, respectively, in the manner provided in the Representation Letter. SECTION 46. Further Procedures. The officers and employees of the City are hereby authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the City all such instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the initial sale and delivery of the Certificates, the Paying Agent/Registrar Agreement, the Purchase Contract, and the Official Statement. In addition, prior to the initial delivery of the Certificates, the Authorized Representatives and Bond Counsel are hereby authorized and directed to approve any technical changes or corrections to this Ordinance or to any of the instruments authorized and approved by this Ordinance and as described in the Official Statement necessary in order to (i) correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Ordinance, (ii) obtain a rating from any of the national bond rating agencies, or (iii) obtain the approval of the Certificates by the Texas Attorney General's office. In case any officer of the City whose signature shall appear on any certificate shall cease to be such officer before the delivery of such certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 47. Automatic Budget Amendments to Reflect Final Debt Service Payments. To the extent that the City Council has adopted an annual budget that includes payment of debt service on any Certificates issued (or to be issued)pursuant to this Ordinance based on the City's reasonable expectations and projections relative to those Certificates, such budget entries shall, upon the issuance of Certificates,be automatically adjusted to reflect actual debt service payments 29650028.5 -39- on those Certificates coming due during the period of time covered by such budget. Each Authorized Representative, or the designee thereof, is authorized to make such necessary budget entries and/or adjustments to reflect these final debt service amounts. SECTION 48. City's Consent to Provide Information and Documentation to the Texas MAC. The Municipal Advisory Council of Texas (the Texas AMC), a non-profit membership corporation organized exclusively for non-profit purposes described in section 501(c)(6) of the Internal Revenue Code and which serves as a comprehensive financial information repository regarding municipal debt issuers in Texas,requires provision of written documentation regarding the issuance of municipal debt by the issuers thereof. In support of the purpose of the Texas MAC and in compliance with applicable law,the City hereby consents to and authorizes any Authorized Representative, the City's Bond Counsel, and/or the City's Financial Advisor to provide to the Texas MAC information and documentation requested by the Texas MAC relating to the Certificates; provided, however, that no such information and documentation shall be provided prior to the Closing Date. This consent and authorization relates only to information and documentation that is a part of the public record concerning the issuance of the Certificates. SECTION 49. Effective Date. Pursuant to the provisions of Section 1201.028,as amended, Texas Government Code, this Ordinance shall be effective immediately upon adoption, notwithstanding any provision in the City's Home Rule Charter to the contrary concerning a multiple reading requirement for the adoption of ordinances. [The remainder of this page intentionally left blank.] 29650028.5 -40- PASSED AND ADOPTED on the 15th day of May, 2018. CITY OF CORPUS CHRISTI, TEXAS Mayor ATTEST: City Secretary APPROVED THIS 15TH DAY OF MAY, 2018: Miles Risley, City Attorney (CITY SEAL) 29650028.5 S-1 INDEX OF SCHEDULES AND EXHIBITS SCHEDULE I - Approval Certificate EXHIBIT A - Paying Agent/Registrar Agreement EXHIBIT B - Purchase Contract EXHIBIT C - Description of Annual Financial Information EXHIBIT D - DTC Letter of Representations 29650028.5 I-I THE STATE OF TEXAS § COUNTY OF NUECES § I, the undersigned, City Secretary of the City of Corpus Christi, Texas, do hereby certify that the above and foregoing is a true, full and correct copy of an Ordinance passed by the City Council of the City of Corpus Christi, Texas (and of the minutes pertaining thereto) on the 15th day of May, 2018, authorizing the issuance of the City's Combination Tax and Limited Pledge Revenue Certificates of Obligation, Taxable Series 2018B, which ordinance is duly of record in the minutes of said City Council, and said meeting was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Texas Government Code, Chapter 551. EXECUTED UNDER MY HAND AND SEAL of said City, this the 15th day of May, 2018. City Secretary (CITY SEAL) 29650028.5 That the foregoing ordinance was read for the first time and passed to its second reading on this the 8th day of May, 2018, by the following vote: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Everett Roy Debbie Lindsey-Opel That the foregoing ordinance was read for the second time and passed finally on this the 15th day of May, 2018, by the following vote: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Everett Roy Debbie Lindsey-Opel PASSED AND APPROVED on this the 15th day of May, 2018. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor SCHEDULEI APPROVAL CERTIFICATE SEE TAB NO. 29650028.5 Schedule I-1 EXHIBIT A PAYING AGENT/REGISTRAR AGREEMENT SEE TAB NO. 29650028.5 A-1 EXHIBIT B PURCHASE CONTRACT SEE TAB NO. 29650028.5 B-1 EXHIBIT C DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 44 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: (1) The City's audited financial statements for the most recently concluded fiscal year or to the extent these audited financial statements are not available, the portions of the unaudited financial statements of the City appended to the Official Statement as Appendix B,but for the most recently concluded fiscal year. (2) All quantitative financial information and operating data with respect to the City of the general type included in the Official Statement under Tables numbered 1 through 6 and 8 through 12 ("Financial Information"). Accounting Principles The accounting principles referred to in such Section are generally accepted accounting principles for governmental units as prescribed by the Government Accounting Standards Board from time to time. 29650028.5 C-1 EXHIBIT D DTC LETTER OF REPRESENTATIONS SEE TAB NO. 29650028.5 D-1 se GO O Va. AGENDA MEMORANDUM NORROPPEFirst Reading Item for the City Council Meeting of May 15, 2018 1852 Second Reading Item for the City Council Meeting of May 22, 2018 DATE: May 15, 2018 TO: Margie C. Rose, City Manager FROM: Esther Velazquez, Assistant to the City Manager EstherV@cctexas.com 361.826.3093 Matt Blasy, General Manager American Bank Center MattB@cctexas.com 361.826.4171 Appropriating $200,000 for Convention Center Content Development CAPTION: Ordinance appropriating $200,000 capital contribution from SMG into the Visitor Facility Fund to fund Convention Center content development; and amending the FY18 operating budget. PURPOSE: To develop content in the Theater and Convention Center venues as well as outdoor festivals. BACKGROUND AND FINDINGS: During the 2017 request for proposal process for an American Bank Center management company, SMG who won the bid, included a $200,000 capital contribution as part of their response to the proposal. The City received SMG's $200,000 capital contribution in December 2017. Currently, the American Bank Center has sufficient funding to effectively support its operation. Available Type A funds for the Arena and HOT funds for the Convention Center are sufficient to continue to budget appropriately for future capital improvements. As a result, SMG's $200,000 capital contribution would have minimal impact if utilized on a capital improvement project. An area that is lacking in the American Bank Center's budget is funding support for developing event content for the Convention Center including the Theater and outdoor events. There is a Convention Event Fund (CEF), however, the guidelines of CEF do not allow expenditure of CEF dollars in this manner as their intent is to increase destination/overnight convention business or events that support growth of the hotel occupancy tax. This would be an objective for the Convention Center content development funds, but not its primary function. There is potential to increase event content and reduce the American Bank Center's net operating loss if the necessary start-up funds were available to get these events established. SMG would utilize an approval process similar to the one for Type A Marketing and Co- Promotion Funds that require City Manager approval. SMG would request a dollar amount and provide a description of the event and justification for the funds. After the event, SMG will invoice the City for reimbursement of the approved funds. SMG would waive its reimbursement request if the event is financially successful on its own. This would result in a greater impact of the SMG capital contribution as those dollars could be utilized for a future event. ALTERNATIVES: Do not approve appropriation. EMERGENCY / NON-EMERGENCY: Non-Emergency. DEPARTMENTAL CLEARANCES: Legal, Finance, Budget, City Manager's Office FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: FY18 Current Year TOTALS Amended Budget This item $200,000 $200,000 NEW BALANCE Fund: Visitor Facility Fund 4710 Comments: None. RECOMMENDATION: Staff recommends approval of this Ordinance. LIST OF SUPPORTING DOCUMENTS: Ordinance ORDINANCE APPROPRIATING $200,000 CAPITAL CONTRIBUTION FROM SMG INTO THE VISITOR FACILITY FUND TO FUND CONVENTION CENTER CONTENT DEVELOPMENT; AND AMENDING THE FY18 OPERATING BUDGET. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That $200,000 is received from SMG, under its contractual obligations to contribute capital to the American Bank Center, and is appropriated into the Visitor Facility Fund No. 4710 to fund convention center content development. SECTION 2. That the FY2017-18 operating budget adopted by Ordinance No. 031255 is amended by increasing revenues and expenditures by $200,000. SECTION 3. That the City Manager, or designee, is authorized to sign any documents necessary to approve the use of the funds for convention center content development. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor day of ' 2018. 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 Everett Roy Paulette Guajardo Lucy Rubio Michael Hunter Greg Smith 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 Everett Roy Paulette Guajardo Lucy Rubio Michael Hunter Greg Smith Debbie Lindsey-Opel PASSED AND APPROVED, this the day of ' 2018. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor se G� 0 a AGENDA MEMORANDUM NCOgpOR4i E� First Reading Ordinance for the City Council Meeting of May 15, 2018 zs52 Second Reading Ordinance for the City Council Meeting of May 22, 2018 DATE: May 3, 2018 TO: Margie C. Rose, M.P.A., City Manager THRU: Annette Rodriguez, M.P.H., Director of Public Health Annetter@cctexas.com 361.826.7205 FROM: William Milan Uhlarik, M.B.A., A.R.M., Assistant Director of Public Health Williamu2@cctexas.com 361.826.1348 Acceptance of Amendment to Ordinance No. 031235 for the Regional Local Services System/Local Public Health System (RLSS/LPHS) to Increase Grant Program Income in the amount of $140,000.00 and appropriation of the funds for the contract period September 1, 2017 through August 31, 2019 CAPTION: Ordinance amending Ordinance No. 031235 regarding the Regional Local Services System/Local Public Health System grant to increase related program income by$140,000.00 for new estimated total program income of$400,000. PURPOSE: Program Income to be used to provide for personnel costs, supplies and other expenses to improve and strengthen local public health infrastructure within the State of Texas. BACKGROUND AND FINDINGS: The Texas Department of State Health Services (DSHS) had awarded a grant in the amount of $328,736, to provide funding for public health services beginning September 1, 2017 through August 31, 2019, to fund personnel, fringe benefits and supplies to support the provision of essential public health services including disease investigation and surveillance, laboratory services and environmental health services. It was originally estimated that the grant would generate RLSS grant regular program income of$220.000.00, and RLSS grant program Medicaid income of$40,000.00, during the period of September 1, 2017 through August 31, 2019 that must be spent on expenses to support the objectives of the RLSS grant program; however, the Health District now forecasts that an estimated additional $110,000.00 of Regular RLSS Grant Program Income, and $30,000.00 of Medicaid RLSS Grant Program Income will be collected for the two- year grant program period. ALTERNATIVES: Refuse to approve and appropriate the forecasted grant program income and not allow it to be used to provide for local public health services including disease investigation and surveillance, laboratory services, and environmental health services, and send the money back to the Texas Department of State Health Services. OTHER CONSIDERATIONS: None FINANCIAL IMPACT: ❑x Operating ❑x Revenue ❑ Capital ❑ Not applicable Project to Date Fiscal Year: Expenditures 2017-2019 (CIP only) Current Year Future Years TOTALS Line Item Budget Encumbered / Expended Amount This item RLSS Grant This item (Est. RLSS Regular Program Income) $55,000.00 $55,000.00 $110,000.00 This item (Est. RLSS Medicaid Program Income) $15,000.00 $15,000.00 $30,000.00 BALANCE $70,000.00 $70,000.00 $140,000.00 Fund(s): Grants Comments: No fiscal impact to General Fund. Grant award does not require any cash or indirect in-kind match. Any program income earned in each month must first be deducted from monthly expenses so that the remaining balance is charged to the grant for reimbursement; and all program income must be spent during the grant period and cannot be carried forward into the future. If it is not spent, the income must be sent back to DSHS. RECOMMENDATION: Staff recommends approval of this agenda item. CONFORMITY TO CITY POLICY: Council approval required for acceptance and appropriation of grant program income funds. EMERGENCY/ NON-EMERGENCY: Non-Emergency. This item requires two readings. DEPARTMENTAL CLEARANCES: Corpus Christi-Nueces County Public Health District Legal Department Finance - Federal Grants and Office of Management and Budget LIST OF SUPPORTING DOCUMENTS: Ordinance Ordinance amending Ordinance No. 031235 regarding the Regional Local Services System/Local Public Health System grant to increase related program income by $140,000.00 for new estimated total program income of $400,000.00 Whereas, on August 29, 2017, the Corpus Christi City Council approved an Ordinance authorizing the City Manager or designee to execute all documents necessary to accept, amend, and appropriate a grant contract for the Regional Local Services System/Local Public Health System (RLSS/LPHS) grant in the amount of $328,736,00 from the Texas Department of State Health Services in the Health Grants Fund No. 1066, to provide essential public health services for the contract period September 1, 2017 through August 31 , 2019; and appropriating related program income in the estimated amount of$260,000 in the Health Grants Fund No. 1066; Now, therefore, be it ordained by the City Council of the City of Corpus Christi, Texas: Section 1: "Section 2" of Ordinance No. 031235 is amended to increase estimated program income as follows: "Section 2: Authorizing the appropriation of an estimated $330,000.00, RLSS grant program income and estimated $49900-99 $70,000.00, RLSS grant program Medicaid income in the No. 1066 Health Grants Fund, for a total project cost of $728,736.00. Section 2: A copy of this amendment shall be filed in the office of the City Secretary. That the foregoing ordinance was read for the first time and passed to its second reading on this the day of 2018, by the following vote: Joe McComb Ben Molina Rudy Garza Lucy Rubio Paulette Guajardo Greg Smith Michael Hunter Everett Roy 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 Everett Roy Debbie Lindsey-Opel PASSED AND APPROVED on this the day of , 2018. ATTEST: Rebecca Huerta Joe McComb City Secretary Mayor SC o� � v AGENDA MEMORANDUM NOORP08 IEO Future Item for the City Council Meeting of May 15, 2018 1852 Action Item for the City Council Meeting May 22, 2018 DATE: May 15, 2018 TO: Margie C. Rose, City Manager FROM: Mike Markle MikeMa(c�cctexas.com (361) 886-2601 Kim Baker, Assistant Director of Financial Services-Purchasing Division KimB2(o-)-cctexas.com (361) 826-3169 Custodial Services for Outlying Police Buildings for a One-year Service Agreement not to Exceed $85,878.34, with Two One-year Options with a Total Potential Multi-year Amount of Up to $257,635.02 CAPTION: Resolution authorizing a one-year service agreement with Hilario O. Ortega, Jr., dba A Plus Janitorial and Mowing Services of Corpus Christi, Texas, to perform custodial services for outlying Police buildings for a total amount not to exceed $85,878.34, with two one-year options for a total potential multi-year amount of $257,635.02. PURPOSE: The service agreement will provide custodial services for ten outlying Police Department facilities. This agreement does not include the main headquarters. BACKGROUND AND FINDINGS: Custodial services will be performed at ten outlying police buildings throughout the City. This service will provide an adequate number of custodians that will work Monday through Sunday to perform the services required. The Purchasing Division conducted a competitive Request for Bid process to obtain bids for a new contract. The City received nine responsive, responsible bids and one no bid, and is recommending the award to Hilario O. Ortega, Jr., dba A Plus Janitorial and Mowing Services, the lowest responsive responsible bidder. 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: Police Department FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2017- 2018 Current Year Future Years TOTALS Line Item Budget $79,085.00 $229,008.91 $308,093.91 Encumbered / Expended Amount $50,440.00 0.00 $50,440.00 This item $28,626.11 $229,008.91 $257,635.02 BALANCE $18.89 0.00 $18.89 Fund(s): General Fund Comments: The initial contract is for an amount not to exceed $85,878.34 of which $28,626.11 is funded in FY2017-2018 budget. The total contract value will be $257,635.02 if all option years are executed. RECOMMENDATION: Staff recommends approval of the resolution as presented. LIST OF SUPPORTING DOCUMENTS: Resolution Service Agreement Bid Tabulation CITY OF CORPUS CHRISTI BID TABULATION PURCHASING DIVISION RFB 1451-Custodial Services for Outlying Police Buildings BUYER: MINERVA ALVARADO A Plus Janitorial &Mowing UBM Enterprise, Inc. Accurate Cleaning Concepts ITEM DESCRIPTION UNIT Qn Corpus Christi,TX Dallas, TX Corpus Christi,TX Unit Price Total Price Unit Price Total Price Unit Price Total Price raining 1 Center MO 12 $1,192.76 $14,313.06 $ 1,608.80 $ 19,305.60 $1,050.00 $12,600.00 Vehicle MO 12 $1,192.76 $14,313.06 $ 1,362.12 $ 16,345.44 $925.00 $11,100.00 2 limpound Calallen MO 12 $447.28 $5,367.40 $ 614.32 $ 7,371.84 $900.00 $10,800.00 3 Substation Flour Bluff MO 12 $298.19 $3,578.26 $ 425.84 $ 5,110.08 $700.00 $8,400.00 4 Substation Organized MO 12 $596.38 $7,156.54 $ 621.20 $ 7,454.40 $850.00 $10,200.00 5 Crime Professional 6 Stardards MO 12 $894.57 $10,734.79 $ 940.80 $ 11,289.60 $800.00 $9,600.00 7 lAnimal Care MO 12 $1,192.76 $14,313.06 $ 1,899.60 $ 22,795.20 $1,500.00 $18,000.00 Public Safety MO 12 $596.38 $7,156.51 $ 880.48 $ 10,565.76 $850.00 $10,200.00 8 Warehouse Shooting MO 12 $298.19 $3,578.28 $ 310.60 $ 3,727.20 $800.00 $9,600.00 9 Ranee Police Fleet MO 12 $447.28 $5,367.38 $ 191.76 $ 2,301.12 $875.00 $10,500.00 10 Buildin $85,878.34 $ 106,266.24 $111,000.00 ABM Texas General Services, Martin's Janitorial BASS Support Services LLC ITEM DESCRIPTION UNITQTV San Antonio,TX Corpus Christi,TX Corpus Christi,TX Unit Price Total Price Unit Price Total Price Unit Price Total Price Training MO 12 $ 1,226.40 $ 14,716.80 $1,100.00 $13,200.00 $ 1,200.00 $ 14,400.00 1 Icenter Vehicle MO 12 $ 599.20 $ 7,190.40 $1,000.00 $12,000.00 $ 1,350.00 $ 161200.00 2 Impound Calallen MO 12 $ 704.69 $ 8,456.28 $700.00 $8,400.00 $ 900.00 $ 10,800.00 3 Substation Flour Bluff MO 12 $ 599.20 $ 7,190.40 $800.00 $9,600.00 $ 700.00 $ 8,400.00 4 Substation Organized MO 1 12 $ 797.39 $ 9,568.68 $800.00 $9,600.00 $ 1,000.00 $ 12,000.00 5 Crime Professional 6 Stardards MO 12 $ 1,087.10 $ 13,045.20 $800.00 $9,600.00 $ 950.00 $ 11,400.00 7 jAnimal Care MO 12 $ 2,038.24 $ 24,458.88 $1,500.00 $18,000.00 $ 1,300.00 $ 15,600.00 Public Safety MO 12 $ 1,813.81 $ 21,765.72 $1,450.00 $17,400.00 $ 1,150.00 $ 13,800.00 8 Warehouse Shooting MO 12 $ 704.69 $ 8,456.28 $980.00 $11,760.00 $ 875.00 $ 10,500.00 9 Range Police Fleet MO 12 $ 434.07 $ 5,208.84 $980.00 $11,760.00 $ 900.00 $ 10,800.00 10 IBuilding $ 120,057.48 $121,320.00 $ 123,900.00 Page 1 of 2 Palacios Marine Industrial World Technical Services, LaMed, Inc ITEM DESCRIPTION UNITQTY Palacios,TX San Antonio,TX San Antonio,TX Unit Price Total Price Unit Price Total Price Unit Price Total Price Training MO 12 $ 2,631.31 $ 31,575.72 $2,321.57 $ 27,858.84 $ 13,406.23 $ 160,874.76 1 Center Vehicle MO 12 $ 1,373.38 $ 16,480.56 $ 1,724.75 $ 20,697.00 $ 3,681.24 $ 44,174.88 2 jimpound Calallen MO 12 $ 716.43 $ 8,597.16 $ 877.56 $ 10,530.72 $ 11,043.72 $ 132,524.64 3 Substation Flour Bluff MO 12 $ 239.26 $ 2,871.12 $ 525.04 $ 6,300.48 $ 13,406.23 $ 160,874.76 4 Substation Organized MO 1 12 $ 1,150.89 $ 13,810.68 $ 895.55 $ 10,746.60 $ 3,681.24 $ 44,174.88 5 Crime Professional 6 Stardards MO 12 $ 1,361.92 $ 16,343.04 $ 979.75 $ 11,757.00 $2,681.24 $ 32,174.88 7 Animal Care MO 12 $ 1,746.21 $ 20,954.52 $ 1,779.06 $ 21,348.72 $ 3,681.24 $ 44,174.88 Public Safety MO 12 $ 1,888.92 $ 22,667.04 $2,375.65 $ 28,507.80 $36,036.00 $ 432,432.00 8 lWarehouse Shooting MO 12 $ 582.41 $ 6,988.92 $ 467.46 $ 5,609.52 $11,043.72 $ 132,524.64 9 Range Police Fleet MO 12 $ 695.99 $ 8,351.88 $ 524.09 $ 6,289.08 $ 11,043.72 $ 132,524.64 10 Building $ 148,640.64 $ 149,645.76 $ 1,316,454.96 AC&R Services ITEM DESCRIPTION UNIT QT Unit Price Total Price Training 1 Center MO 12 $0.00 $0.00 Vehicle 2 Impound MO 12 p $0.00 $0.00 Calallen 3 Substation MO 12 $0.00 $0.00 Flour Bluff 4 Substation MO 12 $0.00 $0.00 Organized MO 12 5 Crime $0.00 $0.00 Professional 6 Stardards MO 12 $0.00 $0.00 7 Animal Care MO 12 $0.00 $0.00 Public Safety MO 12 8 Warehouse $0.00 $0.00 Shooting MO 12 9 Range $0.00 $0.00 Police Fleet 10 IBuilding MO 12 $0.001 $0.00 NO BID Page 2 of 2 Resolution authorizing a one-year service agreement with Hilario O. Ortega, Jr., dba A Plus Janitorial and Mowing Services of Corpus Christi, Texas, to perform custodial services for outlying Police buildings for a total amount not to exceed $85,878.34, with two one- year options for a total potential multi-year amount of $257,635.02. WHEREAS, custodial services for ten outlying police buildings will be provided to the Police Department; WHEREAS, the City received nine bids and one no bid for the custodial services for outlying police buildings in response to RFB 1451 of which the lowest responsive, responsible bidder may be awarded the custodial services; WHEREAS, the lowest responsive, responsible bidder awarded a contract to Hilario O. Ortega, Jr., dba A Plus Janitorial and Mowing of Corpus Christi, Texas in the amount of $85,878.34; WHEREAS, state law provides that such procurements, as outlined above, are subject to statutory procurement requirements, including competitive bids, unless an exception applies; WHEREAS, state law provides that, if the competitive sealed bidding requirement applies to a contract for goods or services, the contract must be awarded to the lowest responsive, responsible bidder or to the bidder that provides the best value, pursuant to Texas Local Government Code §252.043(a); WHEREAS, in the event the lowest responsive, responsible bidder fails to execute the contract for the awarded item or fails to perform under a contract for any awarded items or for any other reason is determined to not be eligible to perform the services for any awarded item, the City Manager, or designee, is authorized to execute a contract for the remainder of the contract term with the next lowest bidder, in succession, in order to secure replacement custodial services for the outlying police buildings. Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this resolution are true and correct and adopts such findings for all intents and purposes related to the authorization of this procurement. Section 2. The City Manager, or designee, is authorized to execute contracts with the lowest responsive, responsible bidder in accordance with the terms and conditions stated in RFB 1451. Furthermore, in the even the lowest responsive, responsible bidder fails to execute the contract for the awarded item or fails to perform under a contract for any awarded item or for any other reason is determined to not be eligible to perform the services for any awarded item, the City Manager, or designee, is authorized to execute a contract for the remainder of the contract term with the next lowest bidder, in succession, in order to secure replacement custodial services for the City. Page 1 of 2 ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor Corpus Christi, Texas day of , 20 The above resolution was passed by the following vote: Joe McComb Rudy Garza Paulette Guajardo Michael Hunter Debbie Lindsey-Opel Ben Molina Lucy Rubio Greg Smith Everett Roy Page 2 of 2 SC 0 > SERVICE AGREEMENT NO. 1451 U Custodial Services for Outlying Police Buildings bO RPOR Af 1852 THIS Custodial Services for Outlying Police Buildings Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Hilario O. Ortega, Jr., dba A Plus Janitorial and Mowing Services ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Custodial Services for Outlying Police Buildings in response to Request for Bid/Proposal No. 1451 ("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 Custodial Services for Outlying Police Buildings ("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 $85,878.34, 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 Pat Eldridge Police Department 361 .886.2696 Pat@cctexas.com 5. Insurance; Bonds. (A) Before performance can begin under this Agreement, the Contractor must deliver a certificate of insurance ("COI"), as proof of the required insurance coverages, to the City's Risk Manager and the Contract Administrator. Additionally, the COI must state that the City will be given at least 30 days' advance written notice of cancellation, material change in coverage, or intent not to renew any of the policies. The City must be named as an additional insured. The City Attorney must be given copies of all insurance policies within 10 days of the City Manager's written request. Insurance requirements are as stated in Attachment C, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety. (B) In the event a payment bond, a performance bond, or both, are required of the Contractor to be provided to the City under this Agreement before performance can commence, the terms, conditions, and amounts required in the bonds and appropriate surety information are as included in the RFB/RFP or as may be added to Attachment C, and such content is incorporated here in this Agreement by reference as if each bond's terms, conditions, and amounts were fully set out here in its entirety. 6. Purchase Release Order. For multiple-release purchases of Services to be provided by the Contractor over a period of time, the City will exercise its right to specify time, place and quantity of Services to be delivered in the following manner: any City department or division may send to Contractor a purchase release order signed by an authorized agent of the department or division. The purchase release order must refer to this Agreement, and Services will not be rendered until the Contractor receives the signed purchase release order. 7. Inspection and Acceptance. Any Services that are provided but not accepted by the City must be corrected or re-worked immediately at no charge to the City. If immediate correction or re-working at no charge cannot be made by the Contractor, a replacement service may be procured by the City on the open market and any costs incurred, including additional costs over the item's bid/proposal price, must be paid by the Contractor within 30 days of receipt of City's invoice. 8. Warranty. 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: Pat Eldridge Police Management Services Director 321 John Sartain St., Corpus Christi, Texas 78401 361 .886.2696 Fax: 361 .886.2607 IF TO CONTRACTOR: Hilario O. Ortega, Jr., dba A Plus Janitorial and Mowing Services Attn: Hilario O. Ortega, Jr. Owner 6765 Wood Iron Drive, Corpus Christi, Texas 78413 361 .906.6801 Fax: 361 .906.6801 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: ."d 000, Printed Name: d, deet-;h6o .Yje 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. 1451 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. General Requirements/Background Information The Contractor shall provide custodial services as outlined in this Scope of Work. Custodial services apply to all designated spaces including, but not limited to halls, restrooms, office spaces, reception areas, conference rooms, court rooms, auditorium, showers, locker rooms, parking lots, work areas, entrance ways, lobbies, storage areas, elevators, warehouse areas, stairways and stairwells. Cleaning frequencies, cleaning requirements, summary and special cleaning and/or frequency requirements are specified in the scope of work. 2. Scope of Work A. Contractor Employees 1. The Contractor will furnish an adequate number of employees to perform all work specified within the contract. This will include an on-site supervisor to accompany the work crew after City normal working hours. Work accomplished during normal working hours will be monitored periodically, but does not require an on-site supervisor. 2. The Contractor employees' responsibilities include turning off all lights and securing all windows and doors as each job site is completed. 3. All Contractor employees working under this contract will be identified by a distinctive uniform or other outer garment such as a shirt or blouse; a tee shirt is not acceptable. The employee shall wear a picture style identification card on the upper outer garment. Such garment and identification will be provided by the Contractor and must be approved by the Contract Administrator. Contractor employees found without approved uniform, outer garments or ID's will be removed from the building. 4. Contractor's employees shall conduct themselves in a professional and efficient manner at all times. The Contractor expressly agrees to remove from the site any employee: a. Whose continued employment is deemed by the Contract Administrator to be contrary to the Public interest or inconsistent with the best interests of the City; or b. Who has submitted false or misleading information on any employee information form, i.e., Personal History Statement; or Page 1 of 11 c. Who is found to be in a High Security Area while not in the company of a Police Department employee. 5. The Contractor shall have sufficient equipment, supplies, and personnel to perform all of the work as specified with a minimum of one person per location. B. The Contractor will be familiar with and require its employees to become familiar with the method(s) for activating the fire alarm. The Contractor and their employees will observe building regulations regarding smoking and will be cognizant of and observe all requirements for the handling and storage of combustible supplies, materials, and daily disposal of combustible waste, trash, etc. C. The Contractor will be responsible for the management of the total custodial effort. This is to include at least the following: the planning and programming for all services described herein, a Quality Control Program record and reporting requirements. D. The Contractor's Manager will visit the Contract Administrator or designated representative monthly. Additional meetings will be held at the discretion of the Contract Administrator but not less often than monthly. A mutual effort will be made to resolve all problems identified. E. Normal Contractor Working Hours: 1 . All work will be performed at the work site during the hours established. Location Address Square Flooring Hours Footage Animal Care, Monday- including 2626 Holly Rd. 25,000 Tile Saturday parking lot 8:00am- 12:00 m Organized 805 Comanche 5,000 Carpet Monday-Friday Crime St. 1 :00 m-4:00 m Professional Standards, 5805 Williams Dr. 10,000 Carpet/Tile Monday-Friday including 1 :OOpm-5:OOpm parking lot Training Monday-Friday Center, 4510 Corona Dr. 28,000 Carpet/Tile 8:00am- 12:00 m Page 2 of 11 including parking lot Monday-Friday Calallen 1925 Tuloso Rd 3,090 Carpet 8:00am-5:OOpm Substation including holidays Monday- Flour Bluff 1456 Waldron Sunday 8:00am- Substation Rd. 1 ,000 Tile 1 1 :OOam including holidays Monday-Friday Public Safety 1501 Holly Rd. 10,000 Carpet/Tile 1 :OOpm-5:OOpm Warehouse including holidays Vehicle Monday- Impound, 5485 Sunday including Greenwood Dr. 530,000 Tile 1 :30pm-5:OOpm parking lot including holidays The Shooting 9600 Hearns Monday-Friday Range Ferry Road 2,500 Tile 8:OOam-5:OOpm CT Monday, Police Fleet Wednesday, Building 5 5352 Ayers 3,000 Tile Friday 5:30pm- 12:00 m 2. Locations designated as five days per week must be cleaned Monday through Friday excluding designated City holidays: City Recognized Holidays a. The first day of January (New Year's Day) b. The last Monday of May (Memorial Day) c. The fourth day of July (Independence Day) d. The first Monday of September (Labor Day) e. The fourth Thursday of November (Thanksgiving Day) f. The 25th day of December (Christmas Day) g. One holiday to be determined by the City Page 3 of 11 When a holiday listed above falls on a Sunday, the following business day shall be considered as a holiday. When any holiday listed above falls on a Saturday, the preceding Friday shall be considered a holiday. In addition to the above, any day may be designated as a holiday by proclamation of the Mayor, upon approval of the City Council. 3. Those designated as six days per week must be cleaned every day including holidays. 4. The locations designated restricted or high security, which require Police personnel presence, will be cleaned between 8:OOam and S:OOpm Monday through Friday, excluding City designated holidays. F. Access to Police Facilities- It is the Contractor's responsibility to initially obtain keys from the Contract Administrator for access to all designated areas for cleaning. All keys will be returned on the last effective date of the Contract or the City shall deduct from contractor's last invoice, an amount equal to a $200.00 fine for each key not turned in to the City. 1 . Access to cleaning areas not considered high security areas will be provided by a set of keys issued to Contractor for the supervisor on site. Keys will not be duplicated for any reason. Access to and cleaning in restricted or high security areas will be during normal working hours while City employees are present. 2. The Contractor will be liable for the loss of any goods, materials, or records which occur as a result of negligence on the part of the Contractor or Contractor employees. G. Water and electric power as required for the work in this contract are available at existing outlets at no cost to the Contractor. H. Custodial Cleaning Requirements 1 . Cleaning will include areas under furniture, furnishings, floor mats, and runners. Small pieces of furniture such as tables, chairs, trash cans, etc. will be moved to facilitate cleaning. Large pieces of furnishings will be restored to their proper locations after cleaning has been completed. 2. The Contractor will submit to the Contract Administrator for approval a schedule which corresponds to the required tasks and frequencies. General performance requirements for the work items contained in Exhibit B are further defined as follows: a. FLOORS i. Tile Floors (Sweep, Mop, & Buff) • Daily-All vinyl the floors will be mopped with an approved cleaning solution to present a clean appearance, free from dirt, traffic marks, streaks, scuff marks, stains, and foreign matter. Page 4 of 11 • Daily- When floors cannot be satisfactorily cleaned otherwise, they will be spot scrubbed. • Daily - Floors will be treated with a rejuvenator or finishing compound as necessary and buffed when completely dry to provide a uniform glossy appearance. • Daily- All baseboards, doors and walls will be cleaned of any mop and buffer splatters. • Daily - Contractor will ensure that contract employees observe all safety precautions including the posting of warning such as Wet Floors. • Weekly - Floors will be buffed. • Every 6 months - Strip and wax flooring to a high buff finish. (as needed see contract administrator) ii. Carpeted Floors & Rugs (Vacuum & Spot Clean) • Daily- Carpeted areas, rugs, and mats will be vacuumed free of all loose soil and debris. • Daily- Unusual spots, spills, streaks, or stains will be spot cleaned with an approved cleaner. • Every 6 months - Shampoo and dry all carpets. b. RESTROOMS & SHOWER STALLS • Daily - (Monday thru Friday) All public restrooms will be cleaned twice daily approximate times 10:00am and 2:OOpm. The night shift will conduct a third cleaning • Daily- (Monday thru Friday between 8:OOam-5:OOpm) Private office restrooms will be cleaned once daily. • Daily- Restroom fixtures, urinals, lavatories, and sinks will be washed inside and outside utilizing a disinfectant and will be free of dirt. • Daily- The floor will be wet mopped with a disinfectant. • Daily - Floor mats where provided by the City will be cleaned free of dirt and stains. • Daily-Walls and partitions will be cleaned free of dirt, streaks, stains, and graffiti to the ceiling. • Daily - Mirrors will be cleaned and polished. • Daily - All metal and hardware will be clean and bright. • Daily - Showers, walls, and floors will be scrubbed free of soap film, dirt, and mildew with an approved cleaner daily. • Daily - All waste receptacles will be emptied and trash deposited in dumpster outside the building. • Daily - All restroom supply holders including paper towels, toilet tissue, paper toilet seat covers, and soap dispensers will be cleaned and filled daily. Page 5 of 11 • Twice Weekly - (Mondays & Thursday) An approved liquid live bacterial cleaner will be applied to all restrooms and shower floor drains on assigned days. • Once Weekly - Hard water deposits will be removed weekly from all metal hardware such as water faucets and drinking fountains with approved cleaner. • Monthly - The floor will have a detailed scrubbing including all edges and corners. c. OFFICES, OPEN OFFICE SPACE and CONFERENCE ROOM • Daily - Waste baskets will be emptied and a new trash can liner installed if needed, remove torn or wet liners. • Daily - White boards, where present, will be erased and washed clean along with trays. • Daily-Thoroughly clean all glass surfaces and doors, including glass in doors and partitions. • Daily- Door, woodwork trim, benches, walls, and wall partitions will be wiped and spot free. • Daily - Chairs in conference rooms will be neatly arranged around the conference table to present a neat appearance. • Daily - Paper Shredding Machines will be emptied, cleaned and have a new plastic trash bag installed when needed. • Weekly- Conference Rooms with wood paneling, wood table, and wooden chairs will be cleaned and polished with a thin layer of furniture polish. • Weekly - All furniture, desks, equipment including personal computers, printers, kitchen appliances, snack machines, horizontal ledges, and window sills will be dusted. • Weekly - All desks and tables free of papers, documents, and personal effects of City employee will be cleaned or polished as necessary to maintain an acceptable appearance. • Monthly - Waste baskets will be washed clean free of dirt monthly and when needed if wet or messy. d. LOBBIES, ENTRANCES, & RECEPTION AREAS • Daily - All furniture, fire apparatus, doors, horizontal lodges, and window sills will be dusted and wiped free of dirt and smudges. • Daily- Drinking fountains will be cleaned and disinfected. • Daily - Glass windows and walls both inside and out along with railings will be cleaned free of soil and markings including entrance glass doors. • Daily - Waste baskets will be emptied and a new trash can liner installed if needed, remove torn or wet liners. Page 6 of 11 • Daily- All trash will be deposited in dumpster outside the building. • Daily-Miscellaneous hardware and bright metal work will be wiped clean daily. • Daily - The thresholds will be swept and cleaned to remove any debris caught in the tracks. • Weekly - The door thresholds will be polished with approved cleaner. • Weekly - Miscellaneous hardware and bright metal work will be polished once a week. • Weekly- Drinking fountain surfaces are to be polished free of stains, smudges, and chemical scale build up. e. STAIRS & STAIRWELLS • Daily- Interior stair landings and steps will be swept daily. • Weekly - Interior stair landings and steps will be swept, scrubbed, and damp mopped weekly. No WAX will be applied to any landing or stairs. • Weekly - Hand railings, ledges, grills, fire apparatus, and doors will be cleaned and dusted. f. ELEVATORS - PUBLIC SAFETY WAREHOUSE • The (one) passenger elevator will be cleaned daily. • Daily-All surfaces in the interior and exterior of the elevator cab will be cleaned and polished daily. • Daily - Stainless steel areas will be cleaned with an approved stainless steel cleaner. • Daily- Laminate walls will be wiped with an approved cleaner. • Daily-Vinyl the floors will be swept and mopped free of all loose soil and debris. • Weekly - Vinyl the floors will be waxed and buffed weekly to assure a shiny, clean appearance. g. REFUSE DISPOSAL • Daily - All loose trash removed from the buildings will be placed in plastic bags deposited in outside dumpster. • Daily- All boxes small or larger will be broken down prior to placing in the dumpster. • Daily - If requested, the Contractor will pick up and deposit recyclable waste such as computer paper and aluminum cans in containers separate from the general refuse. The City will provide separate containers for deposit of recyclable materials. h. KITCHEN, BREAK ROOMS, and VENDING AREA Page 7 of 11 • Daily - Waste baskets will be emptied and a new trash can liner installed if needed, remove torn or wet liners. • Daily- All trash will be deposited in dumpster outside the building. • Daily - All furniture, equipment, appliances, horizontal ledges, and window sills will be dusted. • Daily - Stove tops, counter tops, sinks, and the exterior of refrigerator, freezers, microwaves, and conventional ovens will be washed clean free of dirt and foreign material. • Daily - All tables, chairs, doors, woodwork, walls, and cabinets will be wiped clean. • Daily- Chairs will be neatly arranged around the table(s). • Daily- Thoroughly clean all glass surfaces. I. HIGH CLEANING • Monthly - Clean all window blinds and office windows to remove all lint, litter, and soil. • Monthly - Clean all air vents in offices, conference rooms, and public spaces to remove all lint, litter, and soil. • Monthly - Clean all light fixtures, globes, reflectors, and plastic panels will be cleaned -free of bugs, dust, grease and other foreign matter. j. EXTERIOR • Daily - (Monday through Friday) All areas exterior to the building consisting of entrance stairs, landings, ramps, and parking lots. Note: Vehicle Impound has the largest parking lot), sidewalks, exterior landscaped areas, and porches will be maintained free of trash and refuse (including small paper, leaves, empty bottles, cans, cigarette butts, and gum). • Daily-Trash will be removed from waste and cigarette receptacles located outside the entrances. • Daily - (Monday through Friday) Immediately in front of entrances are to be swept to the far edge of the sidewalk. Scrub and remove any bird defecation or gum. 3. Work Site and Conditions The City will make available to the Contractor janitorial closets for storage space. Access to the water closets will be shared. The Contractor will assume responsibility for safekeeping of supplies, equipment and facilities and take adequate precautions to ensure areas are kept clean to prevent fire hazards, odors and vermin. Contractor will obtain and post in a conspicuous place OSHA and safety requirements within the facilities for all chemicals used in the performance of this work. At the completion of the contract, areas will be returned to the City in the same condition as received, Page 8 of 11 except for reasonable wear and tear. The Contractor will be responsible for the cost of any repairs caused by negligence on its part or on the part of its employees. The City will not provide any office space to the Contractor. The Contractor is responsible for securing and maintaining the office space necessary for the performance of his work. The Contractor will maintain a telephone by which Contractor's representative and supervisor can be reached during normal City working hours, Monday through Friday, except City designated holidays, 8:00am through 5:00pm. 4. Contractor Quality Control and Superintendence A. 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. B. All phases of the services rendered under this contract are subject to inspection by the City both during the Contractor's operation and after task completion. If the Contractor's overall performance is unsatisfactory, the City will so notify the Contractor in writing. The Contractor will reply to such notice in writing. The Contractor will reply to such notice within three working days with appropriate corrective action. C. Consequences of Contractor's failure to perform required services. The City will give the Contractor written notice of deficiencies via email notices: 1 . Whenever unsatisfactory services are performed. The parties hereto agree that due to the obligations of the Contractor under another clause herein to maintain an effective inspection system. Contractor will be conclusively presumed to have actual knowledge of work not performed. D. In the case of unsatisfactory or non-performed work (deficiency), the City will have the option to: 1 . Afford the Contractor the opportunity to perform the non-performed work within three hours or an agreed timeframe of the Contractor being advised and will be afforded the opportunity, in the case of daily services; or 24 hours in the case of all other services. Contractor will not use the on- site custodian if it results in the non-completion of the minimum 8:00am to 5:00pm requirements (restricted or high security areas and twice a day requirements), but will bring in a different custodian: or 2. Perform the services by City personnel or by other means. 3. Terminate the contract as described in this Agreement E. Superintendence by the Contractor Page 9 of 11 1 . The Contractor will have a competent Manager immediately available during normal working hours 8:00am to 5:00pm, including lunch hour, Monday through Friday, excluding City holidays. 2. Manager must be able to respond by phone or in person within 30 minutes, and have immediate communications with on-site workers. 3. No services shall be performed unless approved supervisor is in place. If requested by City, Contractor agrees to replace person in supervisor position in order to meet this requirement. 4. Manager will visit and inspect the work site at least twice a month. Manager or owner(s) will schedule time/date of monthly visits with the Contract Administrator. 5. Manager will have the written authority to speak and act for the Contractor. 6. Changes in personnel will be furnished to the Contract Administrator, in writing prior to making such changes or before personnel begin working on the property. 5. Special Instructions A. Supplies 1 . The Contractor will provide all cleaning materials and supplies necessary for the performance of this contract with the exception of restroom consumables such as toilet tissue, paper toilet seat covers, paper towels, trash can liners, and liquid soap which will be furnished by the City. Materials and supplies provided will be compatible with equipment provided by the City, of acceptable industry grade and quality, and subject to approval by the Contract Administrator. 2. The Contractor is responsible for taking action to protect supplies, equipment, and personal property of its employees from loss, theft, or damage. B. Equipment-The Contractor is required to furnish all equipment necessary for performance of the contract. Such equipment and use of equipment will be subject to inspection and approval of the Contract Administrator prior and during the life of the contract. C. Security Requirements - The Contractor will comply with all City Security requirements as follows: 1 . Due to the nature of Police information, Contractor employees must have clear Criminal History Backgrounds and this must be verified before each employee is cleared to work in the building. 2. The Contractor will submit the name, address, social security number, birth, copy of driver's license or picture ID of each employee hired for this Page 10 of 11 contract, as well as complete a Personal History Statement and other forms as required for security. It will be the Contract Administrator's decision whether a Contractor's employee is acceptable to work in the Police areas. 3. Contractor employees found to be working in any Police area who have not been cleared in advance will be required to leave the area immediately and the Contractor will be fined $500.00 for each employee, per instance. 4. There are designated restricted or high security areas that are of even higher concern where Contractor employees must be accompanied by the Police employee at all times. Contractor employees found to be working in any Police restricted or high security area who have not been cleared in advance or is unaccompanied by a Police employee will be required to leave the area immediately and the Contractor will be fined $500.00 for each employee per instance. 5. The Contractor will have a supervisor available during all periods the building is being cleaned. D. Accident Reporting - The Contractor will maintain an accurate record of and will report to the Contract Administrator all accidents resulting in the death, traumatic injury or occupational disease. All accidents must be reported in writing, in detail, within 24 hours of their occurrence. E. Invoices 1 . Contractor's invoices will be submitted to the City's Accounts Payable Department with copies to the Contract Administrator and or designee within five working days following the end of each month in which services are performed. 2. Invoices submitted prior to the end of the period will not be processed until the period has been completed. 3. The original of each invoice will have attached a summary of work performed and charges. 4. On verification of work actually performed and receipt of Contractor submittals, the Contract Administrator will process invoices for payment. 5. Payment will be based on a monthly charge based upon the contract price. F. Keys All keys will be returned on the last effective date of the Contract. The City shall deduct an amount equal to a $200.00 fine for each key not turned in to the City. The charge will be deducted from the Contractors last invoice. Page 11 of 11 o�guse Attachment B: Bid/Pricing Schedule 0 � CITY OF CORPUS CHRISTI Revised BID FORM 03/05/2018 /y0URPORA PURCHASING DIVISION 1852 RFB No. 1451 Custodial Service for Outlying Police Buildings Date: l//3 f / Y Page 1 of 2 Authorized / Bidder: Sad J v C Signature: CA 4e� 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 QTY Unit Price Total Price per Month Training Center, including // 92.. j'S" 1 arkin lot-4510 Corona Dr. MO 12 11-13J-1040' Vehicle Impound, including 2 parking lot-5485 MO 12 Greenwood Dr. 79 -)"r' I`l3/-1, J6 Calallen Substation - 1925 3 Tuloso Rd. MO 12 �1 4 Flour Bluff Substation - 1456 MO 12 Waldron Rd. 5 Organized Crime -805 MO 12f Comanche St. ��� 37th 7/S"G 3-3 Professional Standards, 6 including parking lot- 5805 MO 12 Williams Dr. S/q I-), j 6l, A) 73z/,'7 Animal Care Division, 7 including parking lot-2626 MO 12 Holly Rd. //V. J7 53 /-/.3t , d 7 8 Public Safety Warehouse - mo 12 1 2330 Saratoga Blvd. 76 5-3 9 The Shooting Range - 9600 mo 12 Hearns Ferry Road 10 YLy Police Fleet Building 5-5352 mo 12 9 Ayers 2, '36 Total Page 2 of 2 Attachment C: Insurance and Bond Requirements A. CONTRACTOR'S LIABILITY INSURANCE 1 . Contractor must not commence work under this contract until all insurance required has been obtained-and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. 2. Contractor must furnish to the City's Risk Manager and Director of Facilities & Property Management 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) Employers Liability $500,000/$500,000/$500,000 Page 1 of 3 3. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. B. ADDITIONAL REQUIREMENTS 1 . Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. 2. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. 3. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 4. Contractor agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation, non-renewal, material change or termination in coverage and not less than ten (10) calendar days advance written notice for nonpayment of premium. Page 2 of 3 5. Within five (5) calendar days of a cancellation, non-renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. 6. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. 7. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. 8. It is agreed that Contractor's insurance shall be deemed primary and non- contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. 9. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2017 Insurance Requirements Purchasing Custodial Services 12/12/2017 sw Risk Management Valid Through 09/30/2018 Page 3 of 3 Attachment D: Warranty Requirements Section 8. is null for this Service Agreement. Page 1 of 1 se GO O� Va. AGENDA MEMORANDUM NORROPPEFuture Item for the City Council Meeting of May 15, 2018 1852 Action Item for the City Council Meeting of May 22, 2018 DATE: May 15, 2018 TO: Margie C. Rose, City Manager FROM: Steve Viera, Director of Human Resources SteveV(c�cctexas.com (361) 826-3445 Kim Baker, Assistant Director of Financial Services—Purchasing Division KimB26a�cctexas.com (361) 826-3169 Service Agreement for Medical and Pharmacy Claims Audit CAPTION: Motion authorizing a six-month service agreement, with Claim Technologies Incorporated, of Des Moines, Iowa to perform an audit of the claims processing associated with the self-funded medical and pharmacy plans for an amount not to exceed $72,193.00. PURPOSE: Approval to execute a contract for a medical and pharmacy claims audit. BACKGROUND AND FINDINGS: Claims audits are performed regularly in most self-insured plans. The auditor verifies that that our Third Party Administrator and Pharmacy Benefit Manager are accurately administering the plans according to our instructions, abiding by contractual agreements, and accurately processing claims. The audit also measures plan reimbursements provided under performance guarantees and other contractual provisions such as pricing, discounts, rebates, claim payment timeliness and accuracy, and customer service. The primary reason for undertaking a claims audit at this time is that we have experienced many issues related to plan set-up and misprocessed claims in our Pharmacy Benefit Program with Express Scripts Inc, so we expect that other errors likely exist. Where errors are found, the auditing firm will document those errors and communicate them to our Plan Administrators and will assist us in our efforts of receiving reimbursement for any plan administration, performance guarantee, or eligibility errors made by the vendors. In addition, Express-Scripts Inc has agreed to reimburse the City for$21,000 of the audit's cost as outlined in section 2.6 of their contract executed in August 2016. A Request for Proposal No. 1551 was released January 19, 2018 to start the process for a contract. The City received four proposals, for these services, and evaluations of the proposals began by the City's evaluation committee. One proposer was deemed non- responsive, and the remaining three firm's technical proposals and price were evaluated and scored by the evaluation committee. The firm ranked highest in the evaluation process, Claim Technology Incorporated is being recommend for award as the firm providing the best value for this service. ALTERNATIVES: No feasible alternative OTHER CONSIDERATIONS: No feasible considerations CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State Statues regulating procurements. EMERGENCY/ NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Human Resource Department, Financial Services Department, Legal Department and Budget Department FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget $0.00 $0.00 $0.00 Encumbered / Expended Amount $0.00 $0.00 $0.00 This item $42,508.00 $29,685.00 $72,193.00 BALANCE $0.00 $0.00 $0.00 Fund(s): N/A Comments: RECOMMENDATION: Staff recommends approval of the Motion. LIST OF SUPPORTING DOCUMENTS: Evaluation Matrix Service Agreement RFP No. 1551 - Medical and Pharmacy Claims Audit Kim Baker Proposal Evaluation PtS. Claim Technologies PPC Partner Plus Sagebrush Analytic StoneBridge Business p Consulting Partners Minimum Qualifications Pass/Fail PASS FAIL PASS PASS Licensing(Must be lead by CPA) V X*1 V V Required 5 years in Business V V V V No outstanding lawsuits/litigation with City during last 5 years V V V V No outstanding regulatory issues last 5 years V V V V References Provided for firm V V V V Technical Proposal Technical Proposal(70 points) 70 66.67 0.00 64.00 12.00 Firm's Experience 25 Team Experience 15 Understanding of Project Scope 20 Price Price(30 points) 30 11.63 0.00 13.19 30.00 Totall 1001 78.30 0.00 77.19 42.00 *1-Not lead by a CPA ,Q,gus G� 0 �Ya SERVICE AGREEMENT NO. 1551 Medical and Pharmacy Claims Audit N 1852 THIS Medical and Pharmacy Claims Audit Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and Claim Technologies Incorporated ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide Medical and Pharmacy Claims Audit Services in response to Request for Bid/Proposal No. 1551 ("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 Medical And Pharmacy Claims Audit Services ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. This Agreement is for six 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 $72,193.00, 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: Rose Bond Department: Human Resources Phone: 361 .826.3878 Email: Roseb241cctexas.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: Rose Bond Title: Health Benefits Manager Address: 1201 Leopard St., Corpus Christi, Texas 78401 Phone: 361 .826.3878 Fax: IF TO CONTRACTOR: Claim Technologies Incorporated Attn: Michelle Suckow Title: Vice President Address: 100 Court Ave, Suite 306, Des Moines, IA 50309 Phone: 515.244.7322 ext. 315 Fax: 515.244.8650 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 CONTRACT R Signature: Printed Name: ( �4t�-i:, Title: i 6 S D<;w 7 G T 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. 1551 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 Medical and Pharmacy Claims Audit 1.1 Background The City of Corpus Christi (City) has been administering a self-funded plan for more than ten years. The medical claims are administered by United Healthcare and the Pharmacy Benefit Manager (PBM) is Express Scripts (Administrators). The City's plans cover 2,719 active employees which includes Pre-65 retirees. There are three divisions of employees including General Employee, Fire and Public Safety. Each division has a distinct medical and prescription plan of benefits. Fire and Public Safety plans are identical with Public Safety having an additional Consumer Driven Health Plan (CDHP) medical benefit option. 1.2 General Requirements A. Audit Coordination and Management Contractor shall schedule and organize all planned or requested audit project tasks, consistent with the timeline outlines in this scope. This schedule may be amended as needed to complete the audit. B. Understanding Existing Plan Contractor shall develop an understanding of the existing self-insured plan administered by plan Administrators to successfully support this project. The plan coverage summary may be found at the following link: http://www.citynet.cc/citynet/hr/benefit-plans-and-programs. C. Operational Review Contractor shall review the operations maintained by Administrators) on behalf of the City from an efficiency, control and security perspective. At a minimum, this operations review will include such areas as: • Quality improvement activities • Internal audit • Workflow • Claims administration and controls • Coordination of Benefits • Handling of third party liability and subrogation • Eligibility administration • Customer service administration D. Claims Audit 1. A statistically valid random, stratified sample will be required. The sampled claims should be audited in detail to determine their accuracy relative to the benefit plan and to determine whether their handling is consistent with standard industry practices. The Contractor should compare and identify if the claim processing accuracy meets the Performance Guarantees as outlined in the City's contracts with UHC and Express Scripts. 2. To the extent possible, within a reasonable timeframe for finalizing the project, the Contractor should discuss the errors discovered with the Administrators, identify a recovery plan with the Administrators and note any specific areas of disagreement. E. Pharmacy Rebate Audit The Contractor shall identify the top five manufacturers and compare the rebates credited to the City under each manufacturer's contract with Express Scripts for the last two calendar quarters during the 2016-2017 plan year. The Contractor will also confirm that the manufacturer's administrative fees were passed one hundred percent to the City. F. Schedule The schedule for the audit is an approximate start date of April 2, 2018 to be completed by August 31, 2018. G. Reports/Deliverables: The Contractor shall provide reports detailing the findings from the claims audit. The reports may be used by the City for review against performance standards and incentives. It is critical that the reports clearly identify the extent of potential financial recovery and any areas of disagreement with the Administrator(s). The Contractor will provide the following reports: o Status Reports - Provide periodic electronic status updates to the designated representative of the City. o Final Draft Report- Submit a draft report to be reviewed before any final report is delivered. o Final Report - Submit a specific detailed, written final report with recommendations. The written report must include, at a minimum: ■ Executive summary ■ Description of the audit process, including major audit components and key events associated with those components ■ Recommendations for corrective action to ensure optimal claims handling ■ Administrator(s)'s action plan in response to the Contractor's recommendations ■ Statement indicating the Contractor has observed all conflict of interest requirements mandated by the City with respect to the audit process and has not received anything of value or any benefit of any description while performing audit services. Attachment B - Schedule of Pricing PIRWING SHEET --� CITY OF CORPUS CHRISTI � r x Pricing/Submissloon Forms ° 1 '� PURCHASING DIVISION RFP No. 1551 Medical and Pharmacy Claims Audit PAGE Z OF 1 DATE: March 16,2018 - Claim Technolon es Incorporated u� PROPOSER AUTHORIZED SIGNATURE 1. Rafer to "Instructions to Proposers- and Contract Terms and Conditions before completing proposal. 2. Provide your best pke for each item. 3, In submitting this proposal, Proposer certifies that: a. the primas in this proposal have been arrivod at independantlyr without conoultation, communication, or agrearnent with any other proposer or comPOtltar, for the purpose of rastrleting competition with regard to prices: b. Propaser is an Equal Cppartunity Employer; and the Disclosure of Intarest information on fila with Clty`s purchasing office, pursuant to the Code of Ordinances, is curiont and true. c. Proposer has incorporated any changes issue through Addenda to the RFP In this pricing_ TEM DESCRIPTION UNITTOTAL PRICE 1.0 administrative Performance Audit of(Medical Claims 1 $29,685.00 z.o Pharmacy kahate Audit i $27,109.00 3.0 O tional Pharmacy Performance Guarantee Audit 1 15,399.OQ T36 Attachment C - Insurance Requirements 3.1. Insurance Requirements I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this agreement until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor Agency to commence work until all similar insurance required of any subcontractor Agency has been obtained. B. Contractor must furnish to the City's Risk Manager and Director Human Resources, 2 copies of Certificates of Insurance (COI) with applicable policy endorsements showing the following minimum coverage by an insurance company(s) acceptable to the City's Risk Manager. The City must be listed as an additional insured on the General liability and Auto Liability policies by endorsement, and a waiver of subrogation is required on all applicable policies. Endorsements must be provided with COI. Project name and or number must be listed in Description Box of COI. TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE 30-written day notice of cancellation, Bodily Injury and Property Damage required on all certificates or by Per occurrence - aggregate applicable policy endorsements COMMERCIAL GENERAL LIABILITY $1,000,000 Per Occurrence Including: 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 PROFESSIONAL LIABILITY $1,000,000 Per Claim (Errors and Omissions) (Defense costs not included in face value of the policy) If claims made policy, retro date must be prior to inception of agreement, have extended reporting period provisions and identify any limitations regarding who is insured. CRIME/EMPLOYEE DISHONESTY $1,000,000 Per Occurrence Contractor shall name the City of Corpus Christi, Texas as Loss Payee WORKERS' COMPENSATION Statutory EMPLOYER'S LIABILITY $500,000 /$500,000 /$500,000 C. In the event of accidents of any kind related to this agreement, 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 an amount sufficient to assure that all workers' compensation obligations incurred by the Contractor will be promptly met. 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 a copy of the replacement certificate of insurance to City at the address provided below within 10 days of the requested change. Contractor shall pay any costs incurred resulting from said changes. All notices under this Article shall be given to City at the following address: City of Corpus Christi Attn: Risk 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, volunteers, and elected representatives as additional insured by endorsement, as respects operations, completed operation and activities of, or on behalf of, the named insured performed under contract with the City, with the exception of the workers' compensation policy; • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy; • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City; and • Provide thirty (30) calendar days advance written notice directly to City of any suspension, cancellation, non-renewal or material change in coverage, and not less than ten (10) calendar days advance written notice for nonpayment of premium. E. Within five (5) calendar days of a suspension, cancellation, or non-renewal 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 remove the exhibit hereunder, and/or withhold any payment(s) if any, 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 agreement. H. It is agreed that Contractor's insurance shall be deemed primary and non- contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this 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. 2018 Insurance Requirements Purchasing Medical and Pharmacy Claims Audit 02/14/2018 sw Risk Management Attachment D - Warranty Not applicable to this agreement. se GO O� Va. AGENDA MEMORANDUM NORROPPEFuture Item for the City Council Meeting of May 15, 2018 1852 Action Item for the City Council Meeting of May 22, 2018 DATE: May 15, 2018 TO: Margie C. Rose, City Manager FROM: Steve Viera, Director of Human Resources SteveV(c�cctexas.com (361) 826-3445 Kim Baker, Assistant Director of Financial Services—Purchasing Division KimB26a�cctexas.com (361) 826-3169 Service Agreements for Employee Health Benefits CAPTION: Resolution authorizing negotiation and execution of four, three-year service agreements to provide third-party administration of the City's self-funded employee benefits for a total estimated cost of $127,400,000, with two one-year renewal options. PURPOSE: Approval to execute contracts for employee health benefits. BACKGROUND AND FINDINGS: The current contracts for employee health benefits are expiring. These benefits are for City employees including both Fire and Police labor groups. A Request for Proposal No. 1484 was released January 15, 2018 to start the process for new contracts. The City solicited all lines of coverage with the exception of vision. The City received 30 proposals for these services, and evaluations of the proposals began by the City's evaluation committee and health benefits consultant. The five top scoring firms proposing to provide medical and pharmacy benefits were invited for interviews. Upon completion of the interviews the five top firms were asked to submit their best and final offers (BAFOs). The BAFOs were evaluated and final scores were tabulated for each firm to determine the highest ranking firm offering the best value to the City for health benefits. The life and long term disability providers were evaluated in the same manner with the exception that no interviews were conducted. These firms also provided a BAFO for review. Scores were tabulated and the highest ranking firm offering the best value to the City for life and long term disability benefits are being recommended for award. The procurement covered stop loss coverage as well, however pricing cannot be finalized for a few months therefore, the award of this coverage will be presented at a later date. The City recommends award to the following companies: • Blue Cross and Blue Shield of Texas (BCBSTX), a Division of Health Care Service Corporation, of Richardson, Texas, for medical, dental and COBRA plans with an estimated cost of $97,860,000. • CAREMARKPCS HEALTH, L.L.C. (CVS), of Northbrook, Illinois, for pharmacy benefits with an estimated cost of $26,800,000. • Dearborn National Life Insurance Company, of Lombard, Illinois for life insurance including ADD, optional and supplemental plans with an estimated cost of $2,060,000. • Ochs, Inc., on behalf of Madison National Life Insurance Company, Inc., of Madison, Wisconsin for long term disability with an estimated value of $680,000. ALTERNATIVES: No feasible alternative OTHER CONSIDERATIONS: No feasible considerations CONFORMITY TO CITY POLICY: This purchase conforms to the City's purchasing policies and procedures and State Statues regulating procurements. EMERGENCY / NON-EMERGENCY: Non-emergency DEPARTMENTAL CLEARANCES: Human Resource Department, Financial Services Department, Legal Department and Budget Department FINANCIAL IMPACT: X Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget $0.00 $127,400,000 $127,400,000 Encumbered / Expended Amount $0.00 $0.00 $0.00 This item $0.00 $127,400,000 $127,400,000 BALANCE $0.00 $0.00 $0.00 Fund(s): N/A Comments: There are no funds needed for this fiscal year as the contracts will not begin until next fiscal year. The estimated value of these contracts is $127,400,000 for the initial three-year term. Please note that the three-year total contract cost of$127,400,000 is an estimated amount based on medical, dental and pharmacy enrollment and utilization as well as employee participation in Life and LTD programs. Fluctuation in utilization may alter the total cost. RECOMMENDATION: Staff recommends approval of the Resolution. LIST OF SUPPORTING DOCUMENTS: Resolution Evaluation Matrix Presentation Resolution authorizing negotiation and execution of four, three-year service agreements to provide third-party administration of the City's self-funded employee benefits for a total estimated cost of $127,400,000, with two one-year renewal options. WHEREAS, third-party administration of the City's employee benefits is required; WHEREAS, the City issued Request for Proposal No. 1484 ("RFP") on January 15, 2018, requesting proposals for administration of the City's various employee benefit plans; WHEREAS, the City evaluated the proposals under the RFP and determined that Blue Cross and Blue Shield of Texas, a division of Health Care Service Corporation ("BCBSTX"), of Richardson, Texas, will provide the best value to the City for the administration of the City's medical, dental, and COBRA plans; WHEREAS, the City evaluated the proposals under the RFP and determined that CAREMARKPCS HEALTH, L.L.C. ("CVS") of Northbrook, Illinois, will provide the best value to the City for the administration of the City's pharmacy plans; WHEREAS, the City evaluated the proposals under the RFP and determined that Dearborn National Life Insurance Company ("Dearborn"), of Lombard, Illinois, will provide the best value to the City for the administration of the City's life insurance, including ADD, optional and supplemental plans; WHEREAS, the City evaluated the proposals under the RFP and determined that Ochs, Inc., on behalf of Madison National Life Insurance Company, Inc. ("Ochs"), of Madison, Wisconsin, will provide the best value to the City for the administration of the City's long-term disability plans; WHEREAS, in the event that any of the above listed proposers fails to execute an agreement for any of the awarded items, the City Manager or designee may negotiate and execute agreements with other proposers, who participated in the RFP, so long as the additional estimated cost under such agreement is no more than 10% greater than the estimated cost listed in this resolution for the specific award items. Be it resolved by the City Council of the City of Corpus Christi, Texas: Section 1. The City Council specifically finds that the foregoing statements included in the preamble of this resolution are true and correct and adopts such findings for all intents and purposes related to the authorization of this procurement. Section 2. The City Manager, or designee, is authorized to negotiate and execute a three- year service agreement with BCBSTX, with two one-year extensions, for the third-party administration of the City's medical, dental, and COBRA benefit plans, with an estimated cost of $97,860,000 during the three-year term. Section 3. The City Manager, or designee, is authorized to negotiate and execute a three- year service agreement with CVS, with two one-year extensions, for the third-party Page 1 of 3 administration of the City's pharmacy benefit plans, with an estimated cost of$26,800,000 during the three-year term. Section 4. The City Manager, or designee, is authorized to negotiate and execute a three- year service agreement with Dearborn, with two one-year extensions, for the third-party administration of the City's insurance, including ADD, optional and supplemental benefit plans, with an estimated cost of$2,060,000 during the three-year term. Section 5. The City Manager, or designee, is authorized to negotiate and execute a three- year service agreement with Ochs, with two one-year extensions, for the third-party administration of the City's long-term disability benefit plans, with an estimated cost of $680,000 during the three-year term. Section 6. Furthermore, in the event that BCBSTX, CVS, Dearborn, or Ochs fails to execute the contract for the awarded items, the City Manager, or designee, is authorized to negotiate and execute a contract with any proposer, who participated in the RFP, so long as the additional estimated cost under such agreement is no more than 10% greater than the estimated cost listed in this resolution for the specific award items. ATTEST: CITY OF CORPUS CHRISTI Rebecca Huerta Joe McComb City Secretary Mayor Page 2 of 3 Corpus Christi, Texas day of , 20 The above resolution was passed by the following vote: Joe McComb Rudy Garza Paulette Guajardo Michael Hunter Debbie Lindsey-Opel Ben Molina Everett Roy Lucy Rubio Greg Smith Page 3 of 3 RFP No.1484- Health and Welfare Employee Benefits Kim Baker Fully Insured Medical+Pharmacy Self-Insured Medical Options Aetna-fully Blue Cross-fully United HealfhCare-fully United Healthcare Proposal Evaluation - Medical Aetna-self BlueC meds elf Humana-self insured medical insured medical insured medical -self insured pharmacy pharmacy pharmacy insured medical insured medical medical insured medical Minimum Qualifications PASS PASS PASS PASS PASS PASS PASS Licensing/Registration Required 5 years in Business No outstanding lawsuits/litigation with City during last 5 years No outstanding regulatory issues last 5 years References Provided for firm Technical Proposal(100 points) 88.36 97.67 93.37 90.87 98.17 88.37 77.02 Cost(30 points) Cost Containment(20 points) Claims Processing(15 points) Reporting(10 points) Integrated Systems/Technology Initiative(10 points) Past Performance(10 points) Communication(5 points) Interview Interview(10 points) 6.00 9.33 7.17 5.83 9.50 7.67 Cost Cost Containment Claims Processing Reporting Integrated Systems/Technology Initiative Past Performance Communication Total Max 110 94.36 107.00 100.54 96.70 107.67 96.04 EVAL SHEET 1 Self-Insured Pharmacy Options Magellan-self- United Healthcare Proposal Evaluation - Pharmacy Aetna-self Blue Cross-self CVS Health-self-insured insured self insured Express Scripts self Humana-self insured pharmacy insured pharmacy pharmacy pharmacy pharmacy insured pharmacy insured Pharmacy Minimum Qualifications PASS PASS PASS PASS PASS PASS PASS Licensing/Registration Required 5 years in Business No outstanding lawsuits/litigation with City during lasts years No outstanding regulatory issues last 5 years References Provided for firm Technical Proposal(100 points) 89.49 91.09 99.00 87.69 89.99 68.39 89.38 Cost(30 points) Cost Containment(20 points) Claims Processing(15 points) Reporting(10 points) Integrated Systems/Technology Initiative(10 points) Past Performance(10 points) Communication(5 points) Interview Interview(10 points) 5.17 6.83 10.00 8.00 4.50 Cost Cost Containment Claims Processing Reporting Integrated Systems/Technology Initiative Past Performance Communication Total Max 110 94.66 97.92 109.00 95.69 94.49 EVAL SHEET 2 Proposal Evaluation - Dental United United Concordia Aetna-Self- Blue Cross-Self- Humana-Self- Standard-Self-insured Healthcare-Self Dental-Self- insured insured insured insured insured Minimum Qualifications PASS PASS Licensing/Registration Required 5 years in Business No outstanding lawsuits/litigation with City during last 5 years No outstanding regulatory issues last 5 years References Provided for firm Technical Proposal(100 points) Cost(30 points) Cost Containment(20 points) Claims Processing(15 points) Reporting(10 points) Integrated Systems/Technology Initiative(10 points) Past Performance(10 points) Communication(5 points) Interview-no interview for Dental Total 95.50 92.42 66.16 87.03 66.83 90.60 #Note Standard did not provide claims repricing as required so they were deemed non responsive *Note AETNA WANTS TO REPRICE DENTAL IF THEY DON'T GET MEDICAL EVAL SHEET 3 Proposal Evaluation - Dental Aetna-Fully- Americas-Fully Delta Denial- Meilife-Fully United Healthcare insured insured Blue Cross-Fully-insured Fully-insured Insured -Fully-insured Minimum Qualifications PASS PASS Licensing/Registration Required 5 years in Business No outstanding lawsuits/litigation with City during Iasi years No outstanding regulatory issues Inst 5 years References Provided for firm Technical Proposal(100 points) Cost(30 points) Cost Containment(20 points) Claims Processing(15 points) Reporting(10 points) Integrated Systems/Technology Initiative(10 points Past Performance(10 points) Communication(5 points) Interview-no interview for Dental Total 91.66 88.92 96.23 98.17 89.82 91.67 EVAL SHEET 4 Proposal Evaluation - COBRA united ASI Aetna Blue Cross fiurn:an, p Healthcare Minimum Qualitications Licensing/Registration Required 5 years in Business No outstanding lawsuits/litigation with City during last 5 years No outstanding regulatory issues last 5 years References Provided for firm Technical Proposal(100 points) Cost(30 points) Cost Containment(20 points) Claims Processing(15 points) Reporting(10 points) Integrated Systems/Technology Initiative(10 points) Past Performance(10 points) Communication(5 points) Interview-no interview for COBRA Total 86.44 i 89.17 99.00 84.85 60.91 EVALSHEET 5 Proposal Evaluation - Basic Life/ADD Dearborn National Metlife Securian Standard /Optional Life Minimum Qualifications PASS PASS PASS PASS Licensing/Registration Required 5 years in Business No outstanding lawsuits/litigation with City during last 5 years No outstanding regulatory issues last 5 years References Provided for firm Technical Proposal(100 points) Cost(30 points) Cost Containment(20 points) Claims Processing(15 points) Reporting(10 points) Integrated Systems/Technology Initiative(10 points) Past Performance(10 points) Communication(5 points) Interview-no interview for Life Ins Total 98.66 82.44 93.76 95.16 EVAL SHEET 6 Proposal Evaluation - LTD Dearborn National Metlife Ochs Standard Minimum Qualifications PASS PASS PASS PASS Licensing/Registration Required 5 years in Business No outstanding lawsuits/litigation with City during last 5 years No outstanding regulatory issues last 5 years References Provided for firm Technical Proposal(100 points) Cost(30 points) Cost Containment(20 points) Claims Processing(15 points) Reporting(10 points) Integrated Systems/Technology Initiative(10 points) Past Performance(10 points) Communication(5 points Interview-No interview for LTD Total 79.60 73.21 96.33 79.37 EVAL SHEET 7 Health Plan RFP Recommendations Council Presentation May 15, 2018 Background Goals & Objectives: • Fiscally Responsible • Improve Wellness Initiatives • Simplicity • Self-Insured vs. Fully Insured • Examine Potential Relief to Employee Costs Self-Insured vs. Fully-Insured FY 2019 Expense Forecast for Medical Plans: Self-Insured Cost Fully Insured Cost BCBS $34.6 million BCBS $42.9 million Aetna $43.8 million UHC $45.2 million Fully-Insured bids were at least $8.3 million more than remaining Self-Insured Health and Welfare Employee Benefits RFP #1484 Computation of 3-year costs Current RFP(Self-Insured) Savings Company 3-year cost Company 3-year cost Medical/Dental/COBRA UHC 103,290,000 BCBS 97,860,000 (5,430,000) Pharmacy ESI 28,210,000 CVS 26,800,000 (1,410,000) Life Insurance Standard 2,430,000 Dearborn 2,060,000 (370,000) LTD Insurance Lincoln 1,230,000 Ochs 680,000 (550,000) Grand Total 135,160,000 127,400,000 (7,760,000) RFP Evaluation - Medical Current Provider 3'd in Overall Scoring United 3,d in Price Healthcare Network savings have not materialized and high shared savings fees Recommendation Committee Recommendatio�Bl.eossBlue Shield of Texas BCBS of Texas Aetna United Healthcare Evaluation Criteria Points (Staff Recommendation) Ranking—1 Ranking—2 Ranking—3 Technical Proposal 100 98.17 90.87 88.37 Interview 10 9.50 5.83 7.67 Total Score 100% 97.59 95.78 94.92 Administrative Services Only(Fixed Costs) $1,278,857 $1,266,080 $1,231,706 Estimated Medical Costs—Year 1 (Estimated $22,445,000 $23,100,000 $24,100,000 based on claims repricing network discounts) Year 1 Total $23,723,857 $24,366,080 $25,331,706 Difference in Cost +$642,224 +$1,607,849 Percentage Difference +2.71% +6.60% Estimated 3-year cost savings from selecting Blue Cross Blue Shield of Texas over Current Provider(Medical/Dental/COBRA) $5,430,000 RFP Evaluation - Phar macy ®{,, 6th in Overall Scoring. Did not advance to the Interview portion of the evaluation. Current Provider Express Scrips 2nd in Price • Several ongoing issues including Plan Setup,Administration,and Customer Service Recommendation Committee Recommendation:CVS United CVS BCBS of Texas Magellan Aetna HealthCare (Staff Evaluation Criteria Points Recommendation) Ranking—1 Ranking—2 Ranking—3 Ranking—4 Ranking—5 Technical Proposal 100 99.00 91.09 87.69 89.49 89.99 Interview 10 10.00 6.83 8.00 5.17 4.50 Total Score 100% 109.00 97.92 95.69 94.66 94.49 Estimated Prescription Costs— Year 1 (Estimated based on claims $7,007,000 $8,583,993 $7,546,322 $8,216,084 $7,905,033 repricing submissions) Difference in Cost +$1,576,993 +$539,322 +1,209,084 +898,033 Percentage Difference +22.51% +7.7% +17.26% +12.82% Estimated 3-year cost savings from selecting CVS over Current Provider $1,410,000 RFP Evaluation - Life Insurance Current Provider Standard Life 2"d in Overall Scoring,V in Price. Recommendation CommitteeRecommendation:Dearborn National Dearborn National Standard Securian MetLife (Staff Evaluation Criteria Points Recommendation) Ranking—1 Ranking—2 Ranking—3 Ranking—4 Technical Proposal 100 98.66 95.16 93.76 82.44 Total Score 100% 98.66 95.16 93.76 82.44 Estimated Premiums—Year 1 $681,387 $747,371 $749,544 $974.356 Difference in Cost +$65,984 +$68,157 +292,970 Percentage Difference +9.68% +10.0% +43.00% Estimated first year cost savings from selecting Dearborn over Current Provider $370,000 RFP Evaluation - Long Term Disability LTD Insurance Current Provider Did not submit a completed bid. Lincoln Life Recommendation CommitteeRecommendation�Ochs/Ma�dso. tional Life Ochs Dearborn Standard MetLife (Staff Evaluation Criteria Points Recommendation) Ranking—1 Ranking—2 Ranking—3 Ranking—4 Technical Proposal 100 96.33 79.60 79.37 73.21 Total Score 100% 96.33 79.60 79.37 73.21 Estimated Premiums—Year 1 $214,144 $289,769 $281,443 $327,716 Difference in Cost +$75,625 +$67,299 +113,572 Percentage Difference +35.32% +31.43% +53.04% Estimated first year cost savings from selecting Dearborn over Current Provider $550,000 se GO O Va. v AGENDA MEMORANDUM NORROPpEO Future Item for the City Council Meeting of May 15, 2018 1852 Action Item for the City Council Meeting of May 22, 2018 DATE: May 15, 2018 TO: Margie Rose, City Manager FROM: E. Jay Ellington, Director of Parks and Recreation Department JayEll(acctexas.com (361) 826-3464 Kim Baker, Assistant Director of Financial Services kimb2�cctexas.com (361) 826-3169 Playground Equipment and Installation at Lt. Alexander Park CAPTION: Motion authorizing the purchase and installation of playground equipment at Lt. Alexander Park from GameTime by Total Recreation Products, Inc. of Cypress, Texas via BuyBoard for a total amount not to exceed $76,273.62. PURPOSE: To approve the purchase of playground equipment and installation at Lt. Alexander Park. BACKGROUND AND FINDINGS: This playground is a replacement for the playground that had been removed due to reaching the end of its life cycle. Funding for this purchase is from the Community Enrichment fund. The equipment identified will allow for use by all age groups and meets goal three of the 2012 Parks and Recreation Master Plan by providing additional opportunities and a fitness station. 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: Parks and Recreation FINANCIAL IMPACT: x Operating ❑ Revenue ❑ Capital ❑ Not applicable Fiscal Year: 2017-2018 Current Year Future Years TOTALS Line Item Budget $1,065,797.96 $0.00 $1,065,797.96 Encumbered / Expended Amount $245,919.73 $0.00 $245,919.73 This item $76,273.62 $0.00 $76,273.62 BALANCE $743,604.61 $0.00 $743,604.61 Fund(s): Community Enrichment Comments: The full amount of the purchase is budgeted in the FY2017-2018 Community Enrichment Fund. RECOMMENDATION: Staff recommends approval of the motion as presented. LIST OF SUPPORTING DOCUMENTS: Service Agreement Price Sheet CITY OF CORPUS CHRISTI PRICE SHEET PURCHASING DIVISION PLAYGROUND EQUIPMENT BUYER: ROBERTA ORTIZ AND INSTALLATION TLGPC CONTRACT 512-16 GAMETIME BY TOTAL RECREATION PRODUCTS, INC. CYPRESS, TEXAS UNIT EXTENDED ITEM DESCRIPTION QTY. UNIT PRICE PRICE Game Time-TA-03048-18-1A1 1. PS16028 "Loop Around" 5-12 Unit 1 EA $28,942.00 $28,942.00 2. Game Time- Installation 1 EA $33,756.90 $33,756.90 GT-Impax - 1,200 SF Poured-In- 3. Place Surfacing 1 EA $19,561.73 $19,561.73 4. Game Time Owner's Kit 1 EA $53.00 $53.00 5. Payment Bond Fee 1 EA $1,144.19 $1,144.19 6. Freight 1 EA $2,366.80 $2,366.80 7. IBuyBoard Contract Discount 1 EA $9,551.00 $9,551.00 Total Price $76,273.62 SC 0 > SERVICE AGREEMENT NO. 59924 U Playground Equipment and Installation at Lt. Alexander Park bO RPOR Af 1852 THIS Playground Equipment and Installation at Lt. Alexander Park Agreement ("Agreement") is entered into by and between the City of Corpus Christi, a Texas home-rule municipal corporation ("City") and GameTime by Total Recreation Products, Inc. ("Contractor"), effective upon execution by the City Manager or the City Manager's designee ("City Manager"). WHEREAS, Contractor has bid to provide playground equipment and installation services at Lt. Alexander Park in response to Request for Bid/Proposal No. N/A ("RFB/RFP"), which RFB/RFP includes the required scope of work and all specifications and which RFB/RFP and the Contractor's bid or proposal response, as applicable, are incorporated by reference in this Agreement as Exhibits 1 and 2, respectively, as if each were fully set out here in its entirety. NOW, THEREFORE, City and Contractor agree as follows: 1. Scope. Contractor will provide playground equipment and installation at Lt. Alexander Park ("Services") in accordance with the attached Scope of Work, as shown in Attachment A, the content of which is incorporated by reference into this Agreement as if fully set out here in its entirety, and in accordance with Exhibit 2. 2. Term. This Agreement is for eight 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 $76,273.62, 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: Joshua Wentworth, Parks & Recreation Superintendent Department: Parks & Recreation Department Phone: (361 ) 826-3483 Email: JoshuaWCcctexas.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: Joshua Wentworth Title: Parks & Recreation Superintendent Address: 1201 Leopard St., 3rd Floor, Corpus Christi, TX 78401 Phone: (361 ) 826-3483 Fax: (361 ) 826-3174 IF TO CONTRACTOR: GameTime by Total Recreation Products, Inc. Attn: Todd Miller Title: Sales Representative Address: 17802 Grant Road, Cypress, TX 77429 Phone: (281 ) 351-2402 Fax: (281 ) 351-2493 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: I Printed Name: 1 Title: _Pu-SNcl�r* 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. 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 Contractor will sell and install various playground equipment and Poured-in-Place fall zone surfacing for the playground equipment area referenced on Attachment B: Bid/ Pricing Schedule at Lt. Alexander Park located at 10622 Frontier Dr., Corpus Christi, Texas 78410. Delivery: 1 . All structures and large independent items are palletized and shrink wrapped and require a forklift for unloading. If a forklift is not available, the City must have necessary manpower to breakdown the pallets on the truck and remove the equipment to a secure storage location. The trucking company personnel will not unload. 2. On Site Storage of equipment is the responsibility of the City from the time the shipment is received until completion of the project, unless otherwise arranged. 3. Security of equipment is the responsibility of the City unless otherwise arranged. 4. GameTime is not responsible for vandalism, theft, or subsequent repairs and replacement of equipment. This refers only to the protection of the delivered equipment and does not apply to the warranty or replacement of any missing or damaged parts. Installation: 1 . The installation price of the poured-in-place surfacing is based on normal soil conditions. Unusual soil conditions that require the use of a jack hammer, or other such equipment, will incur additional charges. 2. The installation price does not include removal of sand, or anything else, which may hinder installation of equipment unless otherwise arranged. 3. Contractor shall install a 1 ,200 sq. ft. slab, 4'' depth (sub-base to be backfilled and raised approxmately 5'' so that total of slab sub-base under it is 9'') 4. The City is responsible for blue-staking the job site and staking out any underground utilities prior to installation. The City is responsible should damage occur. 5. The job site must be ready and area leveled, when the Contractor arrives to begin the job. Any downtime shall incur additional fees. 6. Vehicle access must be provided to the jobsite. Heavy equipment access to the jobsite may be required. 7. Approximately 141 linear feet of ribbon curb addition to existing site. 8. The Contractor will take all precautions to see that landscaping is not damaged during the installation, but will not be responsible should such damage occur. All installation shall be in accordance with the Public Playground Safety Handbook latest edition produced by the U.S. Consumer Product Safety Commission. Page 1 of 1 Attachment B: Bid/Pricing Schedule QUOTE by Total Recreation Products,Inc. #80359 17802 Grant Road Cypress,Texas 77429 C1 Phone: 281-351-2402 04/24/2018 APLAYCORE COMP.RY Toll Free: 800-392-9909 Fax: 281-351-2493 TA-03048-18 Rev 1 City of Corpus Christi- Lt. Stuart Alexander Park City of Corpus Christi Ship To Zip: 78415 Attn: Jose Hernandez 5352 Ayers Building#4 Corpus Christi,TX 78415 Phone: 361-826-3986 Quantity Part# Description Unit Price Amount 1 RDU Game Time -TA-03048-18-1A1 PS16028 $28,942.00 $28,942.00 "Loop Around" 5-12 Unit 1 178749 Game Time - Owners Kit $53.00 $53.00 1 PIP25312 GT-Impax- 1,200 Sq.Ft.Pour-In-Place $19,561.73 $19,561.73 Surfacing- Price includes installation of material, a $2,500.50 discount, andfreight to Corpus Christi, TX 78410 50%Black150%Standard EPDM Color- Aromatic Binder Non-Prevailing Wages 3"System depth to accommodate 6'CFH INSTALLATION SCHEDULE TO BE DETERMINED BY WEATHER CONDITIONS ALLOWING FOR PROPER MATERIAL SET UP AND CURING. QUOTE DOES NOT INCLUDE ANY TENTING OR ARTIFICIAL HEATING Assumes Good Access,No Design, & Sub Base/Site Prep by Others (covered in separate "installation"line item) Security&Dumpster Not Included(Available for an additional fee) 1 INSTALL Game Time -Installation- $33,756.90 $33,756.90 Excavation and spoil removal, Installation of Above Equipment, 141 linear feet Ribbon Curbs, and 1,200 sq.ft. 4"thick concrete slab ONLY, No other site work, demolition or concrete work included. Acquisition of any and all permits is the sole responsibility of the customer. Standard installation does not include any extra or additional machinery, drillers, etc.,for rock excavation. If rock conditions are encountered, additional charges will apply. Page 1 of 2 TA-03048-18 Rev 1 City of Corpus Christi- Lt. Stuart Alexander Park QUOTE #80359 04/24/2018 Quantity Part Descn'ption Unit Pfice Amount 1 BONDS Game Time-Bonds $1,144.19 $1,144.19 Freight Calculated to Above Address,Installer is responsible for SubTotal: $83,457.82 meeting the truck for delivery and unloading. Discount: ($9,551.00) Estimated Freight: $2,366.80 Total Amount: $76,273.62 DUE TO RISING FUEL COSTS,FREIGHT SHOWN IS ESTIMATED FREIGHT.ACTUAL FREIGHT WILL BE DETERMINED AT THE TIME OF YOUR ORDER.PLEASE FEEL FREE TO CONTACT US TO VERIFY CURRENT FREIGHT CHARGES PRIOR TO PLACING YOUR ORDER. Contract:Buy Board Contract 4512-16 Page 2 of 2 Attachment C: Insurance and Bond Requirements I. CONTRACTOR'S LIABILITY INSURANCE A. Contractor must not commence work under this contract until all insurance required has been obtained and such insurance has been approved by the City. Contractor must not allow any subcontractor, to commence work until all similar insurance required of any subcontractor has been obtained. B. Contractor must furnish to the City's Risk Manager and Contract Administer one (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 not Exhibit. domiciled in Texas) Employers Liability $500,000/$500,000/$500,000 INSTALLATION FLOATER Value of the equipment Page 1 of 5 C. In the event of accidents of any kind related to this contract, Contractor must furnish the Risk Manager with copies of all reports of any accidents within 10 days of the accident. II. ADDITIONAL REQUIREMENTS A. Applicable for paid employees, Contractor must obtain workers' compensation coverage through a licensed insurance company. The coverage must be written on a policy and endorsements approved by the Texas Department of Insurance. The workers' compensation coverage provided must be in statutory amounts according to the Texas Department of Insurance, Division of Workers' Compensation. An All States Endorsement shall be required if Contractor is not domiciled in the State of Texas. B. Contractor shall obtain and maintain in full force and effect for the duration of this Contract, and any extension hereof, at Contractor's sole expense, insurance coverage written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and with an A.M. Best's rating of no less than A- VII. C. Contractor shall be required to submit renewal certificates of insurance throughout the term of this contract and any extensions within 10 days of the policy expiration dates. All notices under this Exhibit shall be given to City at the following address: City of Corpus Christi Attn: Risk Manager P.O. Box 9277 Corpus Christi, TX 78469-9277 D. Contractor agrees that, with respect to the above required insurance, all insurance policies are to contain or be endorsed to contain the following required provisions: • List the City and its officers, officials, employees, and volunteers, as additional insureds by endorsement with regard to operations, completed operations, and activities of or on behalf of the named insured performed under contract with the City, with the exception of the workers' compensation policy, • Provide for an endorsement that the "other insurance" clause shall not apply to the City of Corpus Christi where the City is an additional insured shown on the policy, • Workers' compensation and employers' liability policies will provide a waiver of subrogation in favor of the City, and • Provide thirty (30) calendar days advance written notice directly to City of any, cancellation, non-renewal, material change or termination in coverage and not less than ten (10) calendar days advance written notice for nonpayment of premium. Page 2 of 5 E. Within five (5) calendar days of a cancellation, non-renewal, material change or termination of coverage, Contractor shall provide a replacement Certificate of Insurance and applicable endorsements to City. City shall have the option to suspend Contractor's performance should there be a lapse in coverage at any time during this contract. Failure to provide and to maintain the required insurance shall constitute a material breach of this contract. F. In addition to any other remedies the City may have upon Contractor's failure to provide and maintain any insurance or policy endorsements to the extent and within the time herein required, the City shall have the right to order Contractor to stop work hereunder, and/or withhold any payment(s) which become due to Contractor hereunder until Contractor demonstrates compliance with the requirements hereof. G. Nothing herein contained shall be construed as limiting in any way the extent to which Contractor may be held responsible for payments of damages to persons or property resulting from Contractor's or its subcontractor's performance of the work covered under this contract. H. It is agreed that Contractor's insurance shall be deemed primary and non-contributory with respect to any insurance or self insurance carried by the City of Corpus Christi for liability arising out of operations under this contract. I. It is understood and agreed that the insurance required is in addition to and separate from any other obligation contained in this contract. 2018 Insurance Requirements Parks and Recreation Park Equipment and Installation 01/18/2018 sw Risk Management Page 3 of 5 00 61 16 PAYMENT BOND BOND NO. Contractor as Principal Surety Name: Name: Mailing address (principal place of business): Mailing address (principal place of business): Physical address (principal place of business): Owner Name: City of Corpus Christi,Texas Mailing address (principal place of business): Purchasing Division Surety is a corporation organized and existing 1201 Leopard Street 4t" Floor under the laws of the state of: Corpus Christi, Texas 78401 By submitting this Bond, Surety affirms its authority to do business in the State of Texas and Contract its license to execute bonds in the State of Texas. Project name and number: 59924 Playground Equipment and and Installation at Lt. Alexander Telephone (main number): Park Telephone (for notice of claim): Local Agent for Surety Name: Award Date of the Contract: Address: Contract Price: $76,273.62 Bond Telephone: E-Mail Address: Date of Bond: (Date of Bond cannot be earlier than Award Date The address of the surety company to which any of Contract) notice of claim should be sent may be obtained Said Principal and Surety have signed and sealed from the Texas Dept. of Insurance by calling the this instrument in 4 copies, each one of which shall following toll-free number.1-800-252-3439 be deemed an original. Payment Bond Form 006116- 1 59924 Playground Equipment and Installation at Lt.Alexander Park Rev.01-13-2016 Page 4 of 5 Surety and Contractor,intending to be legally bound and obligated to Owner do each cause this Payment Bond to be duly executed on its behalf by its authorized officer, agent or representative. The Principal and Surety bind themselves, and their heirs, administrators, executors,successors and assigns,jointly and severally to this bond. The condition of this obligation is such that if the Contractor as Principal pays all claimants providing labor or materials to him or to a Subcontractor in the prosecution of the Work required by the Contract then this obligation shall be null and void;otherwise the obligation is to remain in full force and effect. Provisions of the bond shall be pursuant to the terms and provisions of Chapter 2253 and Chapter 2269 of the Texas Government Code as amended and all liabilities on this bond shall be determined in accordance with the provisions of said Chapter to the same extent as if it were copied at length herein. Venue shall lie exclusively in Nueces County, Texas for any legal action. Contractor as Principal Surety Signature: Signature: Name: Name: Title: Title: Email Address: Email Address: Date: Date: (Attach Power of Attorney and place surety seal below) END OF SECTION Payment Bond Form 006116-2 59924 Playground Equipment and Installation at Lt. Alexander Park Rev.01-13-2016 Page 5 of 5 Attachment D: Warranty A. Poured-in-Place Poured-in-Place surfacing shall have a minimum of five year limited warranty commencing from the date of the substantial completion. The limited warranty shall provide for 1000 of the cost for necessary repairs caused by the failure of Poured-in-place surfacing only. The limited warranty includes the contractor's obligation to repair and/or replace any defective materials or workmanship in the surface are or surface areas that have failed during the warranty period. A failed area/areas include edge raveling, bubbling, delamination, peeling, and loss of integrity as a result of a failed system. B. Playground Equipment 1 . Limited 25 year warranty on all aluminum posts, stainless steel fasteners, clamps, beams and caps against structural failure due to corrosion/natural deterioration or manufacturing defects, and on steel posts against structural failure due to material or manufacturing defects. 2. Limited 10 year warranty on concrete products against structural failure due to natural deterioration or manufacturing defects. Does not cover minor chips, hairline cracks or efflorescence. 4. Limited warranties do not include fading of colors, damage due to excessive wear and tear, vandalism, or negligence. These warranties are valid only if products are installed according to manufacturer's installation instructions. 5. All warranties for the equipment will begin on the date of the first invoice. Page 1 of 1 SC GO `� H U NaNPAAPS EAGENDA MEMORANDUM 1852 Future Item for the City Council Meeting of May 15, 2018 Action Item for City Council Meeting May 22, 2018 DATE: 5/4/2018 TO: Margie C. Rose, City Manager THROUGH: Keith Selman, Assistant City Manager Keith Sea-cctexas.com 361-826-3898 FROM: Rudy Bentancourt, Director of Housing and Community Development RudyB�cctexas.com 361-826-3021 Approving a Homebuyer Assistance Program agreement between the Corpus Christi Business and Job Development Corporation and the City of Corpus Christi CAPTION: Resolution approving an agreement between the Corpus Christi Business and Job Development Corporation and the City of Corpus Christi in the amount of$320,000 for the Type A Affordable Housing Program. PURPOSE: The purpose of the resolution is to approve an agreement between the Corpus Christi Business and Job Development Corporation (Type A Board) and the City of Corpus Christi for the Homebuyer Assistance Program which is administered by the Housing and Community Development Department. BACKGROUND AND FINDINGS: During the April 16, 2018 Type A Board Meeting, the Board approved a motion to transfer $300,000 into the Homebuyer Assistance Program and $20,000 into the City of CC-Reimbursement line item under the Type A Board Affordable Housing Program. Also motioned on this date was an approval to enter into an agreement between the Type A Board and the City of Corpus Christi for the administration and management of the Homebuyer Assistance Program. The agreement covers the term from April 1, 2018 to March 31, 2019, whereas the Board will receive quarterly updates regarding the Homebuyer Assistance Program. The total amount covered by the agreement is $320,000. ALTERNATIVES: None OTHER CONSIDERATIONS: Not Applicable CONFORMITY TO CITY POLICY: Not Applicable EMERGENCY/ NON-EMERGENCY: This item is non-emergency DEPARTMENTAL CLEARANCES: Legal Housing and Community Development FINANCIAL IMPACT: Not applicable Project to Date Expenditures Fiscal Year: 2018-2019 (CIP only) Current Year Future Years TOTALS Line Item Budget $500,000 $500,000 Encumbered / Expended Amount $133,250.20 $133,250.20 This item $320,000 $320,000 BALANCE $46,749.80 1 $46,749.80 Fund(s): Comments: Financial Impact will be on the funding of the Type A Board funding. RECOMMENDATION: Staff recommends that the City Council approve the agreement between the Corpus Christi Business and Job Development Corporation and the City of Corpus Christi. LIST OF SUPPORTING DOCUMENTS: Resolution Agreement with Exhibit A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND THE CITY OF CORPUS CHRISTI IN THE AMOUNT OF $320,000 FOR TYPE A AFFORDABLE HOUSING PROGRAM WHEREAS, the Board of the Corpus Christi Business and Job Development Corporation (the "Board") has approved a Type A Affordable Housing Program - Homebuyer Assistance Program, which it funds with proceeds from the sales and use tax; WHEREAS, the City of Corpus Christi (the "City"), through its Housing and Community Development Department ("Department"), manages several programs to assist eligible citizens with affordable housing; WHEREAS, the City is willing to provide the services that the Board wishes to fund and has provided these services in the past for the Board; WHEREAS, on April 16, 2018, the Board approved an agreement in the amount of $320,000, between the City and the Board for the management of its program. NOW THEREFORE BE IT RESOLVED, BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. The agreement between the City and the Corpus Christi Business and Job Development Board is approved this date and made effective April 1, 2018. SECTION 2. The City Manager, or designee, is authorized to execute an agreement between the Board and the City for the Type A Affordable Housing Program — Homebuyer Assistance Program. Section 3. A copy of the executed agreement shall be filed in the office of the City Secretary. Adopted this the day of , 2018. ATTEST: THE CITY OF CORPUS CHRISTI Rebecca Huerta Mayor City Secretary Page 1 of 2 Corpus Christi, Texas of The above resolution was passed by the following vote: Mayor Rudy Garza Paulette Guajardo Michael Hunter Joe McComb Ben Molina Lucy Rubio Greg Smith Everett Roy Page 2 of 2 AGREEMENT BETWEEN CORPUS CHRISTI BUSINESS AND JOB DEVELOPMENT CORPORATION AND CITY OF CORPUS CHRISTI FOR TYPE A AFFORDABLE HOUSING PROGRAM — HOMEBUYER ASSISTANCE PROGRAM This Agreement for the Type A Affordable Housing Program — Homebuyer Assistance Program ("Agreement") is entered into between the Corpus Christi Business and Job Development Corporation ("Corporation") and the City of Corpus Christi ("City"), a Texas home rule municipality. WHEREAS, the Texas Legislature in Section 501 of the Local Government Code (Development Corporation Act of 1979) 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 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, in the same election, the residents of the City passed Proposition 2B, Affordable Housing, which authorized the use of a portion of the sales and use tax approved under Proposition 2 for affordable housing, up to $500,000 annually, so long as there are projects for which the amount can reasonably be used; WHEREAS, the 1/8 cent sales tax authorized by passage of Proposition 2 and allocated under Proposition 2B for affordable housing was subsequently enacted by the City's City Council ("City Council") and filed with the State Comptroller of Texas, effective April 1, 2003, to be administered by the Corporation's Board of Directors ("Board"); WHEREAS, the Board wishes to fund affordable housing projects in an effective manner; WHEREAS, the City through its Housing and Community Development Department ("Department") manages several programs to assist eligible citizens with affordable housing; WHEREAS, the City is willing to provide the services that the Board wishes to fund and has provided these services in the past for the Board; WHEREAS, the Board has determined that it is in the best interests of the residents of the City that the City be awarded affordable housing funds, by execution of this Agreement, to accomplish the affordable housing project described in Exhibit "A" of this Agreement ("Project"); In consideration of the covenants, promises, and conditions stated in this Agreement, the Corporation and the City agree as follows: 1. Agreement to Provide Affordable Housing Services. This Agreement between the Corporation and the City is executed to implement the promotion and development of an affordable housing project described in Exhibit "A" and incorporated in this Agreement by reference. The parties have approved this Agreement in an amount not to exceed $320,000, of which up to $20,000 will reimburse City for staff time in implementing the Project. The parties have agreed that $300,000 will be used to Page 1 of 8 implement the Project and to process applications from the citizens for funds under the Project. In addition to the $300,000 funded by this agreement, the parties agree that the City will use any funds left over from previous agreements for this program to implement the Project and to process applications from the citizens for funds under the Project. The funds provided under this agreement may not be used for any other projects or to reimburse the City for any staff time which is unrelated to this Project. Any funds not used for the implementation of the Project will be returned to the Corporation. 2. Reimbursement Process. The Parties agree that the Department will request reimbursement for staff time on a quarterly basis. Requests for reimbursement shall be submitted to the Executive Director of the Board, or designee. Reimbursement requests shall list the number of homebuyers who received funds under the Project, the total number of applicants, the number of hours spent reviewing and processing applications, and the hourly rate at which the staff time is charged. Reimbursement requests containing all of the required information shall be processed within 30 days. 3. Quarterly Updates. At the Board's meeting following the end of each quarter, the Director of the Department, or designee, will present an update on the program to the Board. The update will include the number of loans processed, the number of applicants, and the number of hours spent reviewing and processing loan applications during the preceding quarter. 4. Effective Date. The effective date of this Program Agreement is the date on which the City Council grants approval to the Corporation for this Project, so long as all parties have executed this Agreement. 5. Term. The term of this Agreement is from April 1, 2018 through March 31, 2019. 6. Termination. Either party may terminate this Agreement by giving at least 30 days' written notice to the other of its intent to terminate. In the event of such termination, the City will be entitled to reimbursement for any staff time spent reviewing and processing applications under the Project prior to the effective date of the termination. 7. Amendments or Modifications. No amendments or modifications to this Agreement or to the Project may be made, nor any provision waived, unless the amendment or modification is made in writing and signed by persons duly authorized to sign agreements on behalf of all parties. 8. Notices. a. Any required written notices shall be sent, certified mail, return receipt requested, addressed as follows: If to Corporation: City of Corpus Christi Business and Job Development Corporation Attn: President, Bart Braselton 1201 Leopard Street Corpus Christi, Texas 78401 Page 2 of 8 If to City.. City of Corpus Christi Attn.: Director of Housing and Community Development Department P.O. Box 9277 Corpus Christi, Texas 78469-9277 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. 9. Relationship of Parties. In performing this Agreement, the Corporation and the City shall 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. CORPUS CHRISTI BUSINESS & CITY OF CORPUS CHRISTI JOB DEVELOPMENT CORPORATION Bart Braselton Samuel Keith Selman President Assistant City Manager Date: Date: ATTEST: Rebecca Huerta City Secretary Date: APPROVED AS TO FORM: Aimee Alcorn-Reed Kent Mcllyar Assistant City Attorney Assistant City Attorney Attorney for Corporation Attorney for City Housing and Community Development Page 3 of 8 Exhibit A Corpus Christi Business and Job Development Corporation TYPE A Affordable Housing — Homebuyer Assistance Program Guidelines for the Program and Criteria for Application REVISED 4/4/18 Page 4 of 8 Corpus Christi Business and Job Development Corporation TYPE A Homebuyer Assistance Program Guidelines for the Program and Criteria for Application I. Purpose The purpose of the program is to expand affordable housing opportunities for low income homebuyers by providing a deferred forgivable loan to be utilized for down payment assistance to buy down the purchase price of the home. II. General Program Description: The funding is available to qualified homebuyers for the purpose of providing down payment assistance a deferred forgivable loan to buy down the purchase price of an affordable home. Affordable housing is any house with a purchase price which does not exceed 95% of the Metropolitan Statistical Area as determined by HUD, which is currently$166,000 for 2017. The intent is to provide general terms/guidelines in order to accomplish the buy down of the purchase price to make the home affordable for households with incomes in the 80% of median income ranges (see Attachment A, 80%of Median Income Chart). The funding will be in the form of a deferred forgivable loan for up to $10,000. The term of affordability will be 5 years. The loan will be amortized over the specified affordability period, commencing on the closure date, and forgiven at a rate of$2,000 per year for every year the homebuyer lives in the house. Should the homebuyer move out before the affordability period ends, then the remaining period will be prorated and must be paid back. Recapture provisions require repayment of the total loan amount on a prorated basis. If the buyer sells the property within the affordability period, the balance of the amortized loan shall be due and payable. The funding is available on a first come, first serve basis. III. Housing Standards: The home must pass a Housing Quality Standards (HQS) inspection, which is conducted by HCD staff. If the house was build prior to 1978, a lead based paint test inspection will be required in accordance with HUD Lead Based Paint Regulations. The house cannot be located in a 100 year flood plain. Per 24 CFR Part 55: Properties located within the 100 year floodplain are vulnerable to a 100-year flood, and a 1 percent chance of a flood occurring every year. IV. Homebuyer Eligibility: Prospective homebuyers shall meet the gross annual income limits adjusted for family size as determined by HUD (see Attachment A). The Housing and Community Development Department (HCD) will determine the applicant's anticipated annual gross income. Anticipated annual gross income is an estimation of future income a purchasing household expects to receive based upon their current and future monthly income annualized over a 12 month period. Some examples of future income are bonuses, pay raises, commissions or over time. Homebuyers must attend a HUD approved Homebuyer/Homeownership class to obtain a Homebuyer Education Certificate. The certificate cannot be older than one year from the date of issue, and cannot be obtained from an Page 5 of 8 online class. If two or more persons are buying a home together, all must attend a class and provide a copy of the Homebuyer Education Certificate. HUD Approved Housing Counseling Agencies can be found here: http://www.hudl.gov/offices/hsq/sfh/hcc/hcs.cfm The purchasing household size will be determined by the Housing and Community Development Department using HUD's definition of purchasing household. Purchasing household includes all persons who will be occupying the units as their permanent residence. A member of a household is considered to a permanent member of the household if they have been living as a member of the household for at least six months or more. Homebuyer's cash on hand cannot exceed program limits. Housing and Community Development will make a determination of eligibility at the time the mortgage lender submits the required documents listed in section (V. Lender Requirements) below. The homebuyer will be issued a Commitment Letter review and approval of all required submitted documents. The Commitment Letter will expire 6 months from the date of issuance. At the time of application, the homebuyer cannot have ownership in any property. The housing ratio ("front end ratio") must fall between 28%-32% The total debt ratio ("back end ratio") may not exceed 45% V. Lender Requirements: The Lender will be required to submit the following to HCD: o Loan Estimate Form o Lender pre-qualification o Signed and dated 1003 o Escrow Earnest Money Contract (sales price cannot exceed $166,000) o Three months of the most recent bank statements o Paycheck stubs for past 3 months o Government issued identification for all purchasing household members o Copy of social security card of all members of the household o Copy of the Homebuyer Education Certificate (no older than on year from date of issue) o Underwriter Summary (1008)—to be provided prior to HCD issuing the Commitment Letter o Title Commitment showing the 1St and 2nd Liens (upon final loan approval) o Closing Disclosure (upon final loan approval) Page 6 of 8 VI. Title Company Requirements: HCD will give the approval for closing and will wire funds to the Title Company. The Title Company will provide to HCD the original signed promissory note, the recorded City of Corpus Christi Deed of Trust, Recorded Warranty Deed, Final signed Closing Disclosure, Insurance Binder which shows all liens, and the Title Policy which shows HCD as a lien holder. The Title Company will be responsible for ensuring that all documents are complete and correct. Page 7 of 8 INCOME LIMITS (80% of MEDIAN INCOME) FAMILY SIZE 1 2 3 4 5 6 7 8 ANNUAL INCOME 36,050 1 41,200 1 46,350 1 51,500 1 55,650 59,750 63,900 68,000 Revised 4/4/2018* Income limits are established by HUD and are subject to change without notice Page 8 of 8 Se o� Va. U NOORP08 IEO AGENDA MEMORANDUM 1852 City Council Meeting of May 15, 2018 DATE: April 20, 2017 TO: Margie C. Rose, City Manager FROM: Iain Vasey, President/CEO ivasey@ccredc.com (361) 882-7448 Corpus Christi Regional Economic Development Corporation (CCREDC) Quarterly Update to City Council (Q1 2018) OUTSIDE PRESENTERL!i Name Title/Position Organization 1. Iain Vasey President/CEO CCREDC BACKGROUND : The CCREDC provides quarterly updates to The Council. In accordance with this practice, the CCREDC will update the Council on its activities and the status of the local economy. LIST OF SUPPORTING DOCUMENTS: PowerPoint— CCREDC coir ut&C'h_rlsLi REGIONAL ECONOMIC UEVELOPMEN'T CORPORATION Corpus Christi Regional Economic Development Corporation Quarterly Report W New ProWJec :2 Business Attraction 2018 Summary Current Active Projects:13 Potential Capital Investment:23.4 Billion Potential New Jobs:3,400 Project Site Visits this Month:4 Prospect Visits in March:4 hosted by staff(Projects Big Iron,Sea,Falcon&Pelican) Courthouse Redevelopment Project Negotiations Ongoing(Type A&TIRZ) Recent Prospect Trips: • EDC staff attended the World Petrochemical Conference on March 21-23 in Houston and held meetings with multiple national and international chemical companies considering the US for new investment including specialty chemical,ethane crackers,NGLs and other downstream operations,and chemical logistics to Latin America from countries including Saudi Arabia, Sweden,the US,and China. Upcoming Trips: • Association for Iron and Steel Technology(AIST)May—Philadelphia(with Port) • Select USA-June-Washington DC(with Team Texas) 'J� 2 Business Retention & Expansion 2018 Summary YTD New Projects this Month: 0 Current Active Projects: 2(including M&G acquisition) Potential Capital Investment: DND Potential Jobs: 200+ Existing Industry Visits this Month: 6 Existing Industry Visits YTD: 35 Visits to Prospect Sites/Headquarters(YTD): 4 Planned Major BRE Project: M&G Acquisition out of bankruptcy by Far Eastern Group,Alpek& Indorama-$1.113 acquisition,200+jobs _ VZ Activity Update- Recent Success and Pending Projects Com an Jobs CreatedBetained Capital Investment Project Falcon 700 Jobs $DND Project Pelican 30 Jobs $100M Project Reverse 400 Jobs $2B Project Big Iron 600 Jobs $2B Project Pine 60-70 Jobs $160-200M Project Sea 50 Jobs $75M Project Fox 150 Jobs $400M Project Core 50 Jobs Mom Project Smokey 40-50 Jobs $60M Project Chilly&Dust Very preliminary Geekdom: Slow progress but looking at options downtown .�— Employment by Sector for selected Month/Corpus Christi MSA Annual Monthly Change Change Mar-18 Feb.-18 Mar-17 Mar-16 Mar-15 Mar-14 Total Nonagricultural -2,800 1,000 192,300 191,300 195,100 190,600 191,800 190,400 Mining,Logging,&Construction -600 0 27,000 27,000 27,600 22,500 24,700 25,300 Manufacturing -200 -100 8,000 8,100 8,200 9,100 9,400 9,800 Trade,Transportation and Utilities 400 500 33,000 32,500 33,400 34,300 34,800 34,700 Information -100 0 1,700 1,700 1,800 1,900 1,900 2,100 Financial Activities -100 0 7,700 7,700 7,800 7,800 8,300 8,000 Professional And Business Services 1,500 -100 18,200 18,300 16,700 17,200 16,900 15,700 Educational and Health Services -400 0 31,000 31,000 31,400 30,700 29,500 29,200 Leisure and Hospitality -2,000 500 24,200 23,700 26,200 25,000 24,700 23,800 Other Services -200 0 6,400 6,400 6,600 7,200 7,100 7,100 Government -300 200 35,100 34,900 35,400 34,900 34,500 34,700 Investor Summary Business Luncheons/Meetings in 2018: • 2018 Annual Luncheon-over 600 attended • Senior Executive Breakfast—attendance has increased to maximum capacity. 60-70 in attendance monthly. • Quarterly Economic Trends Panel Meetings are highly attended • Business Development Advisory Committee • Completed the San Patricio&Nueces Counties Community Survey 'aga 6 Pr -44W Housing Market Outlook Home Price Appreciation • Despite strong wage growth in recent years,household incomes in Corpus Christi have failed to keep pace with rising home prices. • Between 2011 and 2617,the value of a typical home in the metro area appreciated more than 35 percent (from$137,500 to$186,500),while the income level of a typical household gained about 20 percent(from $43,470 to$51,577). Corpus Christi Housing Affordability Measures $60,000 $200,000 —Median Household Income(left scales —Median Home Pnoe(right scale) $55,000 $150,000 $160,000 gs0,ma r $1a0p00 $45,000 �i ' % ! i , $120,000 $40,001 ' $100,000 $35,000 $80,mn $30,000 $60,000 2006 2007 tans 2009 2010 2011 2012 2013 2014 2035 2016 2017 Swreces'R-1E enter at T--A&M Vni✓ fty,and VS.fz—Bureau_ 7 F4qW Housing Market Outlook Potential Housing Shortages Over the 5-year period between 2018 and 2022,ongoing capital development activities are effected to generate housing shortages equal to a cumulative total of 2,776 units- . Should the housing supply fail to satisfy the projected increases in housing needs,upward pressures on local home prices would continue to increase. 35,000 Cumulative Impact on Huusing Needs 30 000 Mousing SForte Mousing suPPN •b6 Ynpact•.......P.p..lat"on f7rar -e.. ... 25,000 .. - 20,000 15,000 �. ► •r _———_ ►fir ►► 10000 ►► r► 5,000 ►� too o .. 2018 2019 2020 2021 2022 sour:nnmars caicuations. Cumulative Impacts 2018 1 2419 1 2026 2821 1 2022: Job Impact____________________________________;_ 5,171. 13,395 17 078 17,910 18 473 - ------------------------ -------------------------- ---------------------- -------------------------------------------------------- ------- _Population Change______________________ _______________7,721 I 18 495 I 24 728 28 114 I 31 223 --¢--------------------'-------¢-------------------------`-------•----------------------'-------¢----------------------`----- _Housing-Needs___ ________ -3,164;_________7,581_'______--__10136 —______11,522;_________12,798 Housinfl_Supply______ 2 fl04 4 409 6,fl13 Bola: 10,fl22 Cumulative Poferatiaf Sirortage + -------7.160---------3.572-----------4,i23 ----------3,504----------2.776 8 San Patricio & Nueces Counties Community Survey 2018 Conducted by: 0!!�35 PERCEPTION INSIGHT opinion research for strategic communications 9 OBJECTIVES To assess how residents in San Patricio and �s Nueces Counties view the region's economy, and to identify attitudes surrounding regional economic development issues. To measure the support levels for additional �a major manufacturing facilities in San Patricio County. To determine the relative impact that statements describing the potential benefits of �3 new manufacturing facilities has on public support. Pr -Nw- STATE OF LOCAL ECONOMY Q1.Thinking about the local economy for a moment,would you rate the condition of the region's economy as... 44% 5z0�o Hisp. 340/0 35%Anglo 3.3% i40/o H i s p. 70/0 3�/O 9%Anglo Poor Fair Good Excellent Depends/ unsure/refused 11 Pr - W� POSITION ON NEW MAUFACTURING Qi.There are some large energy sector companies considering significant investments in the region to build major facilities in San Patricio County near Ingleside and Portland. Would you favor or oppose the construction and operation of additional major manufacturing facilities in San Patricio County? 73-% Somewhat 1 Strongly I F- 8%Strongly 140/0 1[F% 60/6 Somewhat Favor Depends/neutral/ Oppose unsure/refused 12 Ctz. POSITION ON NEW MANUFACTURING Depends/Neutral/ Favor Oppose U Unsure 69San Patricio 130/ z8% 7 Nueces 73% �70/1� 13 MORE / LESS LIKELY STATEMENTS Net Impact Qy. The new manufacturing facilities woul d +8700 g.nerate millions of dollars inn--ll e that would help fund schools,hospitals,and first responders. ' I a% +780/0 03. Th-- manufacturing facil it'­ +8S% ould create hundreds of high paying high skill jobs for the region. '1 6% +79% Qs. Thenew facilities would be built with ' I 5% +82% s a ethe a rt tech na fogies that will e ofsafety and protection for the ---nt. +760/0 Q6. The new anufacturing facilities would.1ob...fit rn—ybosinsss s% +770/0 n the region with more money being sp nt in the region's shops, r taurants,and other local �v° +76% businesses. ■ More ■ Less F7 No Difference/ likely likely unsure pr('�- AGREE / DISAGREE STATEMENTS Net Impact 07. A growing energysecooq such as the oil +83% and gas industry,is an important component of the region's economy strength. +79% Ray. More manufacturers and large s� +77% employers moving to the region is a good thing. +69% Qg. Major industries that have recently s^6 +69% moved here or expanded in the region e a benefit to the community and help are area's quality of life. +55% Qaa. The retail sector is a major part of the a9s +57% region's¢<onomy. +58% Agree Disagree Depends/neutral/ ❑ Unsure 15 AGREE / DISAGREE STATEMENTS II Net Impact Qss. The workforce training programs vailable in the region are ableto +490/0 Properly prepare our residents with the skills needed to ensure future ecenemic ss% +350/0 growth. % +20% 08. The region's economy is sufficiently diversified. % +37% Qso. The supply of affordable housing in the -12% region is adeq uate to keep up with the region's growth over the comi ng years. e% -30/0 Qa3. The region's infrastructure,such as 30% 64% 69b -340/0 oads and highways,is sufficient to handle the growing economy and -16% population. ■Agree ■ Disagree Depends/neutral/ Unsure 16 Conclusion CCREDC's activity level remains high CCREDC continues to change to better serve the region Questions? —� SC o� Va. U NOORP08 IEO AGENDA MEMORANDUM 1852 City Council Meeting of May 15, 2018 DATE: May 11, 2017 TO: Margie C. Rose, City Manager FROM: Iain Vasey, President/CEO ivasey@ccredc.com (361) 882-7448 Corpus Christi Regional Economic Development Corporation Economic Summit Update OUTSIDE PRESENTERL!i Name Title/Position Organization 1. Iain Vasey President/CEO CCREDC BACKGROUND : The CCREDC will provide an update to the Council regarding the various topics discussed at the Economic Summit Workshop from January 23, 2018. LIST OF SUPPORTING DOCUMENTS: PowerPoint— CCREDC coir ut&C'h_rlsLi REGIONAL ECONOMIC UEVELOPMEN'T CORPORATION Corpus Christi Regional Economic Development Corporation City Council Workshop Follow Up / Council Workshop Follow Up • Incentives Policy: • Tax Abatement • TypeA& B • Chapter 380 • Community Growth Management: • Industrial Districts • Growth Areas for Employment Council Workshop Follow Up (continued) • Utilities & Water: • Future Industrial & Employer Demand • Housing: • Workforce Projection • Affordability • Small Businesses: • Connecting Small Business to Larger Opportunities • Building Entrepreneurial Ecosystem SC o� Va. U NOORP08 IEO AGENDA MEMORANDUM 1852 City Council Meeting of May 15, 2018 DATE: May 9, 2018 TO: Margie C. Rose, City Manager FROM: E. Jay Ellington, Director, Parks and Recreation Department JayEll@cctexas.com 361-826-3460 Proposed Regional Sports Complex as a Private/Public Partnership STAFF PRESENTER(S): Name Title/Position Department 1. E. Jay Ellington Director Parks & Recreation BACKGROUND: During the May 8, 2018 City Council meeting, the City Council made a motion directing the City Manager to provide a briefing to discuss the SQH Lease prior to the scheduled second reading of the proposed lease agreement. This presentation is a result of that direction. LIST OF SUPPORTING DOCUMENTS: PowerPoint — SQH Presentation 5.15.18 CORPUS CHRISTI PARKS& RECREATION A Proposed Regional Sports Complex as a Private/Public Partnership May 15, 2018 r Initial Agreement Terms • Original Ground Lease executed October 18, 2016, effective December 18, 2016 • Term: 40 years • Four, 5-year option periods • SQH is responsible for design, construction and operation • Rent: $1 • City has exclusive access to facility • City use one weekday and one weekend each year • Access: SQH must maintain City access to the rear of the property • Acreage: 67.69 • option to consider additional 30.22 for wetlands Sports Complex Area Map i A. Original Lease B. Area with some environmental 705.39 ACRETRACT ` / �\ restrictions {EXHIBIT'C') f C 1. 1. _ C. Additional land 6Z69 ACRE TRACT in New Lease #8 (EXHIBIT'A') F KE,MAY FOR LEASE TMOT E MITS BAN i• Special Flood Hazard Area acreage calculations MM y z 41.82%of development is in a Special Flood Hazard Area 19.91%of the development is in a Regulatory Floodway within the Special Flood Hazard Area Floodways i �SPORTS COMPLEX LEASE AREA ZONE AE FL©OOWAY ZONE AE 4 Current Proposed Sports Complex Site Plan N _ A. Commercial Area �� •�_ : B. Fieldhouse—5 Gyms %\ �� ___ -• -� � C. Rectangular Fields for Soccer, Football `_ ► and Lacrosse 4 s D. Diamond Softball and Baseball Fields 9PORTBCOMPLEX E. Volleyball MTE PLAN EXHUT ErvG�iry EEpgi~ SQH Team Strengths Brent Statzer—President of PMG Retail & Entertainment, Inc., Sales& Marketing team member for Sea World of Texas Derrick Hegmon—Over 30-years of theme park, hospitality, and event services management experience including Sea World, Six Flags and Wet'n Wild Bert Quintanilla -Government Relations Manager, Former Chair of Corpus Christi's Convention &Visitor's Bureau, Former Chair of the City of Corpus Christi Planning&Zoning Committee, Graduate of Leadership Corpus Christi Other Members—Management at S.T.A.R Soccer Complex in San Antonio,TX, Scheduler and Assistant Facility Director for Basketball/Volleyball Tournaments at San Antonio Indoor Sports Complex, Franchise Restaurant Management and Theme Park Director, Manager of School District Sports Facilities and Bond Initiatives. Sports Complex Economics .,lam, • Construction Jobs— 211 positions with earnings in excess of$17.64 million • Operations Jobs—94 Permanent, Indirect and Induced positions with earnings in excess of$1.76 million year one • HOT Taxes - $ 1,090,279 projected annually based on 56 events • Sales Taxes - $ 314,467 projected annually based on 56 events • Weekend tournaments could draw as many as 200,000 visitors to the City annually • Projections indicate $16 million in visitor spending year one of operation Source:Impact Analysis Sports Complex&Retail/Entertainment Complex Corpus Christi,TX Land&Leisure,LLC CL:!)-- Community Benefits / Public Uses • Citizens' Youth and Adult Participation in 30-80 Sports Tournaments annually • Creation of Sports destination for Coastal Bend Region • Oso Parkway (Southside) Extension - development cost at $3 million • Oso Creek Hike & Bike Trail - development cost at $300,000 • Facility Rentals by Sports groups, citizens, and surrounding areas • For each tournament participant - $ 233.12 per day spend in our local economy e� Regional Sports Complex Improvements • Complex includes: ■ 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 courts ■ Concessions at fields and fieldhouse ■ Youth outdoor playground area ■ Fieldhouse that will host a minimum of 6 full-size basketball courts, 12 volleyball courts, and a cheer competition area ■ Outdoor Picnic Area ■ 5,000 square foot restaurant ■ Admissions and Administration offices Regional Sports Complex Other Commercial Improvements • Other Commercial Improvements include: ■ Sporting Industry Commercial attractions; ■ Hotel(s); ■ Restaurants; ■ Convenience stores; ■ Fast food outlets Complex and Other Commercial �,Eo - Improvements Performance Milestones ■ 6 months—demonstrate that all Utilities for Premises are approved in accordance with the Unified Development Code ■ 12 months—secure funding for construction of Complex and Other Commercial Improvements ■ 13 months—final design of Complex and Other Commercial Improvements complete ■ 18 months— begin construction of Complex and Other Commercial Improvements ■ 36 months—construction of Complex and Other Commercial Improvements substantially complete ■ 38 months— begin operations of major components of Complex and Other Commercial Improvements Complex and Other Commercial 1114 ° Improvements Performance Milestones Performance milestones do not go into effect until the following have been approved by the proper authorities of the City of Corpus Christi: • The Urban Transportation Plan, and any amendments thereto, • The Wastewater Master Plan, along with any amendments thereto, Extensions to the above stated performance milestones may be administratively approved by letter agreement signed by the Director of Parks and Recreation. • Hold a Formal Pre-development City Meeting Cn:!)__ Council Action • 15t Reading — April 17, 2018 • Briefing & Discussion — May 15, 2018 • 2nd Reading — May 22, 2018 • Ground Lease Agreement Effective 60 days after 2nd Reading Questions . Se o� Va. U NOORP08 IEO AGENDA MEMORANDUM 1852 City Council Meeting of May 15, 2018 DATE: May 11, 2018 TO: Margie C. Rose, City Manager FROM: E. Jay Ellington, Director, Parks and Recreation Department JayEll@cctexas.com 361-826-3460 Lease Agreement for Helicopter Air Tours at The Water's Edge STAFF PRESENTER(S): Name Title/Position Department 1. E. Jay Ellington Director Parks & Recreation BACKGROUND: This briefing will discuss the Espejo Helicopter Lease that is proposed for operation at The Water's Edge Park. Public advertisement and a Public Hearing/First Reading is scheduled for Council consideration on June 12, 2018. LIST OF SUPPORTING DOCUMENTS: PowerPoint — Presentation Espejo Helicopters, LLC CORPUS CHRISTI PARKS& RECREATION Espej o Helicopters, LLC Council Presentation May 15, 2018 COD: - '71w,00 Contract Negotiations • Term: approximately 18 months ■ A multi-year agreement will be considered after the initial agreement is fulfilled • All approvals and considerations for park use will require approval from the Parks & Recreation Department Director. ■ Including high traffic restrictions • Rent: Five percent of Gross Revenues, due monthly Location CORPUS CHRISTI PARKS6 k � ,Ilk. i Location CORPUS CHRISTI PARKS6 MIU{PI�E �����{ piGPNPL RSRKING! - CCIIRS � NEItl S�EWAII� T LL_591�1f1Y Il.9FUUEl1ENF5 NEW PIAWittMfAl FCCC•C�L E-A.VC• NE',l'GIUEV:A._K. 1. J FCC1.9'�YCiiET. �PECIA_E•:El.��.^.P4CE•`- FDL-.TFRWE5.4RF=a FAC.LIiA2.L =", _ _�. SHADE 51RIlCR1RE _ __ 4 _Y-.' - •x - t1EnM.A�GRAIR 1 _ RELOCATED S , HEMURWB I Al - 1 Al l i PAPo(INGCUNiRUL ' I IPMgNGCWIRDL I NEW RESI�MS /! 9PEGWL ELEMFS SPACE Fl1MESVL � PIFR IMPRDVEAfEM91 DECK NUftIN I1YdGN6 LUT 1184 CDAPIISCHRL4IL� �I lr, VIUNK:NE±Tti SIGNAGE IARGElSYAIL SItlHEIJNE WRClJ9BRS PAHI(ING fTNAFFIC _y �LANFER lLAYUGCAPE DUG MfU( INFTiULEMENFS 1J4ERIIIDEO®-NIC COl1IFi9L 111PRUYII£NT4 WDH 311ACE �PIAMER31 P—ARE M (0101NCOWF-Crn WlFUCUT T ... RUCK SYucx1S 4 Location CORPUS CHRISTI PARKS6 the WATEWSEDGE Services CORPUS CHRISTI PARKS6 • Tourist/Visitor Sightseeing Flights • Beach Rides lien • Night Flights 0 Cattle Work • Pipeline / Powerline Patrols • Wildlife Surveys • Special Events CORPUS CHRISTI PARKS6 Questions? I